Fred’s odyssey

by RdyRoger

After saving the life of a magic-user on a tropical beach, skinny Fred suddenly finds his dreams of size and endowment coming true—not only for him but for his friends, too.

6 parts 25k words Added Jul 2002 34k views (#260) 4.8 stars (12 votes)

Part 1 After saving the life of a magic-user on a tropical beach, skinny Fred suddenly finds his dreams of size and endowment coming true—not only for him but for his friends, too. (added: 1 Jul 2002)
Part 2
Part 3
Part 4
Part 5
Part 6
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Part 1

The sun beat down on Fred's slender body. He was just 18 years old, celebrating his birthday on vacation in the Virgin Islands on St Thomas, on his own out in the world for the first time. Some of his classmates were on the island, vacationing with a group of parents. His father had sent him off, with plenty of money, happy enough to be rid of his underachieving son. Fred stood only 5’6” tall, weighing in at 110 lbs. His short cropped dark hair and blue eyes contrasted nicely, but his skin was scarred with acne, and his smooth body was almost devoid of any signs of hair or muscle. He had a cheerful enough disposition, in spite of his handicap of being such a wimp. His situation was doubly a problem because he was gay, and loved muscle. And well endowed men, and he loved tall men… He'd been with a couple fellows who were basically losers, but whom had one or more of the attributes that he found so attractive. His life was embarrassing, as he stared longingly at hot men having fun on the Blvd, or otherwise swimming in the surf off Venice Beach and enjoying their natural physicality with which nature had graced them.

He spent a lot of time alone on St Thomas, wandering the coast. That's when he met Old Tom, and saved his life. He was walking under the shade of a row of palm trees, to save his tender skin from the hot sun, when he saw a small capsized dory washed up on the sand. From there, he looked and saw a body floating face down, not ten feet from shore.

Fred called for help, but there was no reply on the deserted beach. He splashed into the water, where the waves quickly washed over him. He feared for an instant that he was going to be swept under the surf, but he remembered his High School swimming lessons, and kicked with all his strength and reached the man floating in the water. All this took place in a matter of seconds, and Fred remembered that he only had a few minutes at most, as the man was certainly not breathing, and Fred had no way of knowing how long he had been floating there.

The man was easy enough to flip over, and Fred put his arm around the man's large muscular shoulders, and kicked with all his might towards shore. Slowly, he made progress with the tide helping him. He wished again he was a regular sized fellow, or a real athlete, as this man's life depended on his uncertain skill.

In a minute he made it to the shoreline, and he saw with despair how big the man was, and how difficult it would be to pull him out of the surf. He grabbed the wide shoulders with both hands and pushed with both of his legs, pulling the man up out of the ocean. He was afraid of how long it was taking him. Finally he was clear of the water and Fred quickly knelt, cleared the man's mouth, and began CPR. The man's thick lips still felt warm on Fred's, which encouraged him to think he wasn't too late. In a moment, the man began to cough and clear some water from his lungs. He sat up, Fred helping, and coughed for a few minutes, breathing.

“Lord that was almost the end of Old Tom,” he said in a softly accented voice. His clear eyes turned to Fred. “I owe you my life. I was bringing the boat in when I got caught in a wave, and hit my head. I musta fallen in the water.”

Fred saw a very tall, smoothly muscled black man. He had some gray peppered into his beard, but his form was muscled and tall, about 7’1” tall, and from the ragged shorts he was wearing Fred saw a huge bulge that was obviously his cock and balls. Tom's cock was hanging so low that it almost hung out of the shorts he had on, and they weren't cut very high. Fred wondered if Tom had a hardon from being knocked unconcious. Fred quickly averted his eyes from the oversized bulge, but not before Old Tom noticed. Tom had a big bruise on his forehead, but as Fred watched Tom rub his forehead it faded quickly. Had it really been there? Or was it just some dirt from the ocean or trick of light?

Old Tom took Fred to his cottage on the beach, which was surprisingly comfortable and modern. He moved with surprising grace for someone older, but Fred couldn't tell if Tom was 60 or 30, the way the light played on his face.

“We really should have you see a doctor,” Fred told Tom.

“I'm fine son, thanks to you! After all these years of Old Tom being on the earth I almost ended everything today. When I do go, it'll be something that sneaks up and surprises me like that wave. I didn't have a chance to hex it away before my head hit the boat!”

“Hex it away?”

“Never you mind boy! There's things you don't know yet!”

I'm not a boy! I'm 18 years old! I'm legally a man!”

“I guess you are that right enough.” Tom's eyes seemed to suddenly peer into Fred's soul. There was a disoriented feeling like Tom suddenly knew Fred's every secret, his every desire. Tom sat back, and seemed to make up his mind about something. “You come back here tonight, Fred. I'm not going to shirk my debt to you. I'll pay it, that's my word.”

“You don't have to pay me anything!” Fred protested. “I didn't save you for money!”

Tom relaxed and smiled. “That's the proof I chose rightly! Then it'll be a gift, and that makes the power ten times as strong!” His strong hand grabbed Fred's shoulded. “Promise me you'll come tonight!!”

“Okay!” said Fred. “I promise.” Tom relaxed and let go of Fred's shoulder. He picked up a straw hat, leaned back and stretched out his legs. “Go now, Old Tom's got to rest!” Tom put the hat over his face for shade and stretched out further. As Tom stretched out his shorts rode up his legs and his cock slipped out, sliding down his dark skinned thighs. It was massive. Even soft, it must have been 8 inches long, thick and bulbous, with a massive knob of a cockhead. Still filling the massive basket in his shorts were two large swellings, huge peach sized balls that stretched the fabric even without the enormous cock inside the shorts. Fred stood up, looking down at the giant. Old Tom's body looked like a bodybuilder's, only about 20 years old. He wanted to say something, but thought better of it. He stared for a moment more, then walked away down the beach to his hotel room bathroom, where he jerked off three times, then threw himself exhausted down on the bed.

In his dreams Fred was assaulted with alarming visions of nightmarish proportions… huge muscular men of all races with enormous cocks, exaggerated proportions and leering gazes… men with huge balls, men with extremely long torsos, massive drooling tongues, and all of them trying to reach him. In his dream Fred realized they were worshipping him… it was astonishing to him… in spite of the implicit danger of the visions, Fred felt strong and assured in his dream.

When Fred woke up he was covered in sweat and his heart was beating a mile a minute. It felt like it was going to burst right out of his slender chest. It was already past 10pm, and Fred wondered if he should forget going to see old Tom. The island could be frightening at night, and Tom's cottage was in the middle of nowhere. But Fred felt a real sense of urgency, and decided that he could at least walk out there and check to see if Tom was okay.

Fred ran down to the ocean in his trunks and dove in, letting the warm salt water wash the sweat from his skin. After a minute he climbed out, squeezed most of the water from his short hair with his hands, and pulled on a baggy t shirt. Fred wore a lot of baggy clothes to hide how skinny he was, not that it did much good. He never wore speedos, as his cock and balls were definitely on the small size. That's why he wore baggy trunks to at least leave it to the imagination he might be decently hung.

Fred walked down the beach, the salt water drying on his skin in the warm summer evening. It was close to 11pm when he reached Tom's cottage, but the place wasn't silent, far from it. There were several huge bonfires lighting up the jungle night, and a loud group of locals were dancing and singing, playing drums and celebrating.

Fred walked up into the group, and was astonished as one by one they all stopped what they were doing and turned to stare at him. The group stopped playing. Tom was sitting up on a chair in front, that for all the world looked like a throne. Tom leapt up off the chair and clasped a big, longfingered grip on Fred's shoulder.

“This one,” said Tom, “is my friend. He has a strong heart! I owe him the blood debt, and I aim to pay it back, strength for strength!” The drummer started a beat and everybody clapped and cheered. Through the evening all of them came and greeted him as a friend, offering him little gifts, a small bag tied with cord, some incense with muttered words of instruction, some feathers bundled together, small vials of red and black and amber liquids, given as charms or wards or good luck. Many of them seemed to have something to do with strength, or speed, or power. The visitors blurred together in his sight, and he found it difficult to focus on them, although he remembered, indeed found it impossible to forget, the words they spoke to him and their names. Several of the gifts were merely spoken words, or chants. One lady witch, also of indeterminate age, said a complicated “binding” and laughed. She said he'd make Tom small soon. Then she laughed again. Another old crone was reluctant to approach Fred, but Tom insisted, whispering something fierce in her ear. She splashed some few drops on Fred's face and screeched at him. Tom told him not to fear, it was a gift of potency. Sometime after midnight the party broke up, quite quickly. Fred was alone with Tom, delirious with the scented air and drink which had been plied on him.

“You've been given a gift tonight,” Tom told him. “Use it for yourself, but don't hurt others with it. You'll grow and learn to walk between reality and the dream world, and take what is good there back to reality.”

Fred swayed slightly and Tom reached out to steady him. In a moment Fred found himself leaning against Tom's strong chest. He looked up into Tom's eyes and Tom's face was that of a youth. He opened his mouth to speak but Tom hushed him and leaned down to kiss Fred on the lips. His huge thick tongue slid deep into Fred's throat, astonishing Fred with its size. Then Fred remembered something else that was huge and slipped down to his knees. It only took an instant to unfasten Tom's shorts, and then he tugged down the shorts halfway. Fred gasped. He continued to pull and as he did two huge peach sized testicles were revealed. He pulled the shorts all the way down and a long bulbous cock slid out, eight inches long soft, and bounced and swayed in front of this Island God Muscle Man. In seconds Fred was sucking on this monster, stroking with both hands. Tom's cock grew longer and thicker violently, in seconds pushing against the back of Fred's throat so he had to back up quickly. Tom was enormous erect. At least 13 inches. Fred sat back and looked in disbelief. Just then a spurt of cum shot from Tom's cock and sprayed Fred's face and chest. Fred dove down on the huge python and did his best, taking the head and a few inches in his mouth, the rest lubricated with saliva and cum and stroked by hand. Tom kept leaking semen but it didn't seem that he was coming. After some moments he started to become very animated. His huge balls were churning visibly in his sack, and starting to slowly pull up under the base of that incredibly long shaft. Tom grabbed Fred's head in an iron grip. Fred could feel the huge load start to pump up the shaft under his hands. Then Tom drew Fred's entire head forward, forcing the huge knob of his cock deep into Fred's throat, deep throating him until his huge balls rested on Fred's chin. There was a moment of unbelievable sensation, and then Tom unloaded a huge amount of cum down Fred's throat, directly into his stomach. Tom's balls shrank visibly as he unloaded an unbelievable amount of cum, filling Fred's stomach to capacity. Fred felt the weight of this huge load sloshing in his stomach, and Tom pulled out his massive schlong with a plop.

“There.” he said to Fred. “It's done.” Fred passed out and collapsed into Tom's arms.

The light of the morning sun woke Fred. He felt wonderful. He stretched luxuriously. He suddenly remembered the night before and sat up with a sudden start. He was in his hotel room. The entire vivid recollection of the evening suddenly seemed very remote and doubtful. But sitting on the bedside table were the little charms and potions and spell scrolls in quite a large and untidy heap. “Oh man!” he said aloud. “I must have gotten completely drunk! Tom must think I'm an idiot. God knows what really happened last night!!!”

He leapt out of bed. Odd that he should be so clear headed, wide awake and energetic after a night of drinking. He padded into the bathroom to take a leak and panicked when he grabbed his cock. It wasn't his cock. His cock was small and unimpressive. What his hand had just closed on was as thick as a salami, and hung far below his hand. He had to pick up the rest of it with his other hand, and it still extended inches beyond both his hands, soft. And it was heavy. He hefted it in his hand, feeling the weight. Just then he really had to take a leak. He splashed in the bowl a long thick stream for quite a while, then amazingly hefted his cock, was it really his cock?, again. He stroked it and the sensation was incredible. His buttocks tightened, his chest ached, and all of his muscles tensed. And his cock lengthened two inches, and hung even heavier in his hands, still soft.

Fred hefted his monstrously oversized penis in his hands as sexual energy hit him like a freight train. The increased tingling ache in his chest made him gasp from its intensity. His buttocks tightened further, pumping up and sticking out more. His cock lengthened inches more suddenly, twisting out of his grip as it instantly grew. It bobbed at half mast hanging out and down in an arc, the weight of it causing the half erect monster to curve downward. Fred gasped in delight and frightened excitation. He looked up then for the first time in the bathroom mirror. What he saw was amazing. He was still himself, still definitely Fred, but changed. His hair was longer, more luxuriant, swept back. His eyes were hypnotically intense. His face was more mature, still youthful but now handsomely proportioned. His body was bronzed a golden brown and was toned and taut as never before. But most insane was the enormous snake hanging obscenely between his legs. It literally throbbed as his heart pumped. He reached down and hefted his huge penis, and grabbed it further out the shaft with his other hand. The sensation was incredible. He began to stroke it and it grew longer still… 3 or 4 more inches, then the incredible thick head on his cock swelled up and got red. The shaft of his cock thickened by more than an inch in diameter. The incredibly thick base of his cock was soon overshadowed by the width of the shaft as it grew thicker. Fred could feel new muscle strength in his body supporting his freakish cock as it became rigid and hard. The weight was incredible, but his body supported the heaviness of his monster easily. It stuck out from his body like a third forearm. He stroked the now hard monster and felt incredible sensations throughout his body. It was as if he was being rewired, like his body was still changing and adapting to this freakish addition to size. He gasped again as thick precum began to ooze from the huge slit on his cock head. It began to drip down onto his hands. The increased slickness was all it took. Fred felt that he was going to cum.

His cock began to spasm. His body became rigid and the sensation that normally accompanied his orgasm began in his monster penis but then spread to his chest, legs and the rest of his body. It was as if he was one giant penis all over. He orgasmed, shooting a thick stream of cum from his cock. The sensation was amazing. After about a minute it subsided and Fred saw a thick stream of cum spattered on the bathroom mirror.

His hands were still on his monstrous cock, which began to subside as a normal-sized cock might. In a few minutes, Fred was standing looking at the reflection of a handsome young 18 year old stud in the cum spattered mirror. His enormous cock hung flaccid like a doubly thick garden hose between his legs.

“What did he do to me?” Fred asked aloud. “What's happened to me?”

After he cleaned up the cum with a handtowel, rinsing it out in the shower, Fred quickly showered down, cleaning the precum and sweat off his body. He felt imbued with a sense of strength and well being. He shook out his hair and it fell down luxuriously onto the nape of his neck. Yesterday it hadn't even touched his neck.

He noticed that his nipples seemed larger and more sensitive too… They seemed to stick out much further than before. He brushed one with his hand and shivered at the feeling.

He hunted in his school supplies and found a 12” ruler. He wondered if it would be long enough. It was, for his flaccid penis. Barely. His flaccid penis was 10 and 3/4 inches long, and over 2 and 1/4 inches wide at the base. He was still shivering with excitement but already a sense of calm was asserting itself.

Fred knew that Tom was the one who had given him what he'd always wished for. Tom must have known that he'd never have asked for what he really wanted if given the chance. Why? Fred wondered. This was wonderful. Fred realized that he was going to have to stop being afraid to ask for what he wanted. He might have to do more than that, even. He might have to find what he wanted and take it.

Getting dressed was now a problem. Fred pulled on the shorts he'd been wearing yesterday, and his cock hung well below the bottom of the pants leg. He then pulled on a pair of his old levi's 501's, and discovered that they were shorter in the leg than he remembered by about 2 inches. Then he realized that he was taller by about 2 inches. No longer 5’6” tall, Fred was now 5’9” tall as he discovered as he quickly measured his height against a door frame with the ruler. No wonder he looked better in the mirror!!

But the 501's weren't any better for his problem… his thick cock was still hanging far down his thigh, bulging obscenely in the soft worn cotton. Eleven inches of cock was going to be a problem… a BIG problem. Fred started experimenting with his cock… it compressed somewhat in length when supported below the head, by about 3 inches… In thickness it stubbornly remained unshrinkable. Fred thought the weight of his monster cock must pull it down when not supported, so unless it was trapped in a jock or tight jockeys it was always partly inflated.

Finally, Fred found a seldom used jockstrap in his sock drawer, and managed to get his cock inside it. Even then, he was 8” long and 2 1/4” thick. But it would hide in his baggy shorts and swim trunks, and wasn't impossibly obscene in the 501's, if he rolled the head of the cock under to his balls and kept his cock centered behind the zipper. It made for a huge basket, but with a loose untucked shirt it would work, or so he hoped.

He decided to wear his baggiest shorts with his jock and a long oversized t shirt. That would disguise the growth of his cock, and also hopefully minimize his new height.

At breakfast he quickly got seated, and stared fixedly at the menu. Some of the other guys looked at him oddly, but Fred just gave them a quick smile and looked away. They couldn't be seeing his cock, as he was sitting down. No way they could tell he was taller. Maybe they were noticing his longer hair or maybe it was that what he'd seen in himself in the mirror showed to everyone in the room. Several of the others waved at him, or otherwise paid him more attention than usual. Fred flushed at the thought of being the center of attention, but he didn't feel embarrassed about the idea. He was excited by it actually. He felt his cock stir for an instant. “Down boy!” he thought, and his cock reluctantly subsided.

A clattering tray made him look up as his one real friend on this vacation sat down opposite him. Jack Simons was a blonde haired short fellow with an energetic nature and a winning smile. Often Fred wondered why Jack bothered being his friend, but Jack and he always had a GREAT time together, laughing, talking, and just being friends. As cute as Jack was, Fred had never made a pass at Jack. He valued his friendship more than a cheap sexual thrill. Jack was probably gay. Certainly he was bisexual at least, and certainly he'd been celibate for a long time. Fred often thought Jack didn't even admit to himself that he was gay. Jack often talked about girls, but only ones that were unattainable, movie actresses and celebrities. He never made any effort to date girls he knew. Jack read men's bodybuilding magazines too. Fred sighed. Why were people so screwed up with sex?

“Heya Freddie!”

“Hi Jack!”

“Heya you're looking good Fred! Finally got some sun I see! Be careful, if you start on this health fitness thing you never know where it could lead you.”

“Oat cakes”

“Bran Muffins”

“Situps at dawn”

“Eight hours of sleep per night”

“Arnold diction lessons”

“Long life”

“Interpersonal relationships”

“Say it ain't so Jack, say it ain't so!”

They burst out laughing. Fred with relief that Jack still responded to him as a friend. He couldn't stand losing his friend.

They ate breakfast, and afterwards decided to go swimming. When they stood up, Jack looked at him oddly.

“Fred, you're taller.”

“Yeah sure.”

“Seriously Fred. You're taller”

“Guess I've been growing a bit. You noticed cause you're wearing your sandals instead of your boots.”

“Right… sure… well, let's go.” Jack punched him in the arm, in a friendly gesture. It didn't hurt like it usually did. Fred's arm absorbed the blow. Actually, it felt good.

Fred rubbed his arm where Jack had punched him. A warm feeling spread through his tricep and biceps. He crossed his arms and massaged his upper arms simultaneously, squeezing hard. The warm sensation spread through his arms and up into his shoulders and chest. It felt really good.

Fred realized that he was standing, massaging his biceps and triceps. The sensation was wonderful. Jack was looking at him oddly.

“Sorry, Fred, I didn't mean to hit you so hard.”

“Um, its okay, just had a muscle cramp… must have slept funny last night!”

“Didn't think you had any muscle to cramp!”

Fred flexed his arm. A very small bicep jumped up. Still, it was better than nothing. Jack grinned. He was very muscular for his size. He flexed both biceps.

“How's this for biceps?” Jack's biceps were solid, thick, and big. Fred laughed in appreciation.

“You're the Bicep Man, Jack, you're a total muscle god. Probably beat Mr. Universe if you wanted to.”

“Yeah, but why waste my talent on a small-time muscle contest like that?” Jack smiled. “I wish I was bigger than Mr. Universe!” Jack was about 5' 9” tall.

“Yeah, me too. You could be a hulking muscle man! Then you could protect me in the wilds of the jungle here.”

“Ha ha! very funny.” Fred remembered how sensitive Jack was about his height. That was probably why he worked out, to be big and impressive if he couldn't be tall.

They decided to walk up the beach. Fred deliberately headed towards Tom's shack on the beach. He wanted to see if Tom was there. The weight of his huge cock swung with his hips, which was an odd sensation, but after a few minutes he felt more adjusted to it and fell into his natural banter with Jack. Everything seemed much clearer in the sunlight today. His mind was rested and calm, his now longer legs strode easily along the sand, and he was enjoying the tremendous sense of well being he felt. All of the little hurts and aches that normally plagued him seemed gone.

His body reacted with pleasure to the pounding of his feet in the sand. He started to run, and Jack and he raced together for some distance before he even started to get winded. He pulled ahead of Jack, and gained some distance on his stockier friend. Then his heavy cock bounced out of his jock and hung down his leg as he ran, extending 11” flaccid, and flopping and bouncing like a garden hose. Fred quickly stopped, dropped to his knees as if winded, and quickly repackaged his monster. Fred was frantic. Had Jack seen his cock flying? Would he believe what he'd seen? He was red with embarrassment as Jack arrived, his hand still inside his shorts, packing his straining jockstrap with 11” of firehose. Jack looked at him as if he was crazy and Fred pulled his hand halfway out of his shorts and pressed his hand into his side.

“I think I still have that cramp from this morning!” he told Jack. “I have a real stitch in my side!”

Jack bought it. “You shouldn't run so damn fast after breakfast! You ate like a pig!”

“So did you. But you're not hurting.”

“Look Fred, we're different, I wish you were as healthy and strong as me.”

“Me too!” Fred stood up, and quickly pulled down his t-shirt as Jack looked puzzlingly at his crotch. “I'm feeling better. Let me walk it off!”

They arrived at the shack. There was no one there. The place was deserted… but recently. The signs of the party were everywhere. There was where Tom had been sitting. There was where the dancers had partied. The house was empty, everyone gone. Jack didn't seem to think much of the deserted shack. Fred was puzzled. Whatever magic had happened here, it was gone and done, Fred thought.

Tom was a voodoo man, Fred was sure of that, and had given Fred this gift of a huge penis for saving his life. Of course, he thought, Tom overshot his gift somewhat. But then he realized that he loved being huge hung, even if everyone found out. That was weird, thinking like that. But he wouldn't give up a single inch of his cock now. If he could be with one of his muscle friends now, he thought, they might really get off on him too. That would be wonderful.

Fred was standing in the doorway, in bright sunlight. He absentmindedly was rubbing his chest, scratching some sort of itch, and then rubbed his stomach with his other hand. His whole body had an itch deep inside. It felt good to massage his muscles. He was imagining what it would be like to have a muscle stud worship his cock, and daydreaming. It would be wonderful. He could feel his cock throbbing in the jockstrap. That alone was weird. He usually only came once per day, if that, and he'd jerked off that morning, just a couple hours earlier.

Suddenly he realized something was wrong. He hadn't been paying attention. He'd pulled up his t shirt to rub his stomach. And Jack was standing about ten feet away, staring at his crotch. Just then, his cock burst out of the straining jockstrap and fell down his leg, hanging out of his shorts, bouncing at almost 11 inches.

Jack stared in amazement. Fred was frozen. “Jesus Christ!” whispered Jack. “When did that happen?” Fred stuffed his cock back into his shorts again. It was still an obscene bulge, incredibly thick.

“Last night” Fred quickly told him about Tom. “I'm sorry Jack. Please don't hate me cause I'm gay! I can't help it.”

“I don't hate you Fred!! I knew you were gay. I'm bisexual myself. I like women, but I also have a thing for guys. BIG guys. You know I like musclebuilders. Big things turn me on. Please Fred, will you let me see your cock again? Please?”

Reluctantly, Fred pulled down his shorts. His jockstrap bulged incredibly. Fred turned sideways to show it up for Jack.

“Please Fred, let me see.”

“Go ahead.” Jack quickly kneeled down and pulled down the jockstrap. “Oh my God” Jack breathed as he lowered the jock and saw that Fred's cock was folded up under. He lowered the strap and as he did his friend's cock lengthened as the restraining pressure was loosened. He lowered the strap and Fred's cock unrolled and lengthened, hanging finally at an obscenely huge 10 3/4” soft and 2 1/4” wide at the base.

“incredible” whispered Jack. “Yeah.” replied Fred, looking down at Jack with loving eyes. Jack reached out and hefted his pal's cock. It felt wonderful.

“It's so heavy!!! So Fucking Thick!!! So Fucking Long!! Look at that fucking big knobby Cockhead!!! Fuck!!!”

Fred felt the worship wash over him like a wave. His cock lengthened violently 4-5 inches. Jack gasped. “Is that all the way man?” Jack asked. “Not even close” Fred replied. His cock was swaying at halfmast. “Go for it Dude!!! I want you to!!!”

Jack grabbed on with both hands and started stroking. Again the cock lengthened another 4 inches and started to balloon thicker and thicker. In about 15 seconds Fred was completely hard. It was incredibly exciting, even hotter than his morning jerkoff. Jack had to stand and grab the giant erection to reach the enormous red throbbing head with his mouth. Already Fred was oozing a huge amount of precum. Jack was amazed. Fred was amazed by how Jack started sucking on his cock. Jack flashed Fred a hot feral grin and went to work.

The sensation was overwhelming. Fred started moaning deep in his chest. His body was on fire when he finally came, and Jack took Fred's cockhead into his mouth and swallowed all of the cum. When Fred finally pulled loose, a huge gob of cum was dripping from the corner of Jack's mouth. “WOW” said Jack. “Wow!!” said Fred. They kissed deeply, the cum mingling on their tongues. Then they tumbled to the sand in the shade of the shack and fell into each other's arms. Fred's huge cock was resting on Jack's stomach, even becoming flaccid it was a huge snake. Jack and Fred held each other. In a moment, they drifted off to sleep.

Fred dreamed of Jack giving him the blowjob again, Jack so hot and big and sexy and muscular, Fred even more sexy and handsome, with a hotter body, and Jack taking Fred's huger than ever cock in his mouth. In the dream Fred came again and again. The dream faded in a jumble of hot erotic images.

Fred wakened as Jack moved under him. He opened his eyes. Something was weird. It turned out that what was weird was Jack. Only it wasn't Jack… Not Fred's Jack. As Fred sat back he saw Jack growing taller, bigger, thicker, more muscular, and more manly. It was the freakiest thing that Fred had ever seen. His youthful vigor persisted but his body was reshaping itself in moments. And Jack was sleeping peacefully through the entire event. His legs sticking out of his trunks visibly swelled with muscle, becoming cut and thick in moments. His t shirt rode up his chest, bunched under his armpits, and rode up to reveal his six pack abs growing thicker and bigger. Jack's abs swelled up looking like thick steel cable under his skin. Jack's shoulders grew impressively wider, and his chest spread wider, his pecs growing deeply thick and cut.

But the most impressive change was Jack's already respectable biceps. They ballooned up massively. His arms lengthened and thickened. His triceps expanded enormously. The xxxl shirt which had hung on Jack like a loose sack now was completely tight, except in the waist, which was still slender and sexy. Fred stood now watching the incredible change in his sleeping friend. Jack's traps were thickening, getting huge. His face was incredibly hot and square cut, with his cute face now completely transformed to a handsome muscle face, but with his youth preserved and amplified. Fred was amazed. Jack's nipples were hard under the t-shirt. They were probably each an inch long. It was incredibly sexy.

The spread of Jack's lats actually lifted the sleeping youth up higher off the sand as they grew and spread into a huge V cut. The growth of Jack's glutes lifted him higher there too, and the tightening shorts showed off Jack's basket to good advantage. Fred was astounded that Jack could sleep through this. Jack stirred in his sleep. Fred was astounded at the size of Jack's thickening biceps. It was incredible.

Jack stirred and woke up. He looked up at Fred, smiled deliciously, and said, “I feel wonderful.” His pleasant tenor had changed to a sexier, deeper baritone. Jack eyed Fred hungrily, his gaze falling to Fred's crotch, then a look of surprise crossed his face. “Dude!” Jack said. “You're bigger than ever!”

Surprised, Fred looked down at his cock. It was completely flaccid, but thicker and longer and bigger looking than ever. The rest of his body looked better, different, too. Fred looked back up at Jack. “Jack! So are you, Dude!”

“What? Oh my God! What!!? Oh my God!! Oh Fuck! My God!” Jack sat up, looking at himself in astonishment. “Jesus I am FREAKED!”

“You sure are Jack. Completely FREAKED MUSCLE!”

“What did you do? Did you….?” Fred shook his head.

“No, Jack, I swear. I have no idea how it happened, except it must be Old Tom!” Jack jumped up to his feet, then almost fell over. His balance was completely wrong. He reached out and steadied himself against the shack. He looked out his long, muscled arm, and the bicep with the t-shirt bunched up at the top of his arm. He was incredibly sexy to Fred. Fred stared at Jack with longing as Jack flexed his left arm. The bicep jumped up like a cannonball, only bigger. The t shirt tore out at the arm and pec. Jack's hard nipple stuck out of the torn t-shirt. “Fuck me….!” whispered Jack.

“YEAH!” said Fred enthusiastically. Jack was about 5’11” tall now… he'd gained 2 inches in height, Fred estimated. And Jack was thicker than any bodybuilder Fred had ever seen in any magazine. Jack's arms were hugely oversized but packed with muscle so thickly you probably couldn't add any more mass and still flex them. His legs were thicker than any Fred had ever seen, even cruising the pro guys at the gyms. Jack was amazingly freakily proportioned, but somehow was both massive and proportioned. It was odd. There was not a bad angle or size or curve on this stud that Fred could observe.

But the weird thing was that Fred was now taller than Jack. Fred walked up to Jack and put his hand on Jack's oversized cannonball bicep, then felt his delts and pecs. Jack looked up at Fred. Jack looked considerably up at Fred. Fred was noticeably taller than Jack, probably about 6’1” tall. Fred realized he'd grown 4 inches taller while he slept. “Jesus, Fred you are so fucking hot looking!” Fred blushed. It made him feel very special to realized that even in the midst of this confusion Jack obviously noticed Fred, even when Jack was dealing with something so freaky. “Yeah, you should talk!” Fred told Jack.

“No man I'm serious!! You are a total fucking hunk!!! I'm melting just looking at you stud!!!”

“I am taller now… and so are you…!” Fred added hastily. Jack ignored the height comment.

“Yeah, Fred! You've grown taller all over, if you see what I mean!!!”, Jack leered at Fred's crotch. Fred's cock did look bigger. It felt bigger. It was bigger. Fred lifted it. It was heavier by a lot, and thicker. It hung almost to his knee, lower than before. Fred remembered that he was 4 inches taller now than before his sleep. Somewhere he'd heard that people's height was mostly in their legs, that everyone's torso was about the same length. If that were true, and his cock hung lower, then… “Damn! You're right Jack. I'm not only taller, my cock is bigger than ever!”

“And that's not all! Come on Dude, I think I saw a mirror inside.” They ran into the deserted shack and Fred and Jack stopped suddenly, seeing themselves in a large bureau mirror that was tipped up in the corner. Jack stared at himself. Fred stared at himself. They loved what they were seeing. Jack posed a double bicep and tore out the other arm of his t-shirt. Then he posed a most muscular, and tore clean through the overstretched fabric. The t-shirt fell into tatters. Jack's muscles swelled bigger, freed from the constraining fabric. Jack ripped the tatters from around his waist. Now he was wearing only his too tight shorts. He posed aggressively. Fred was thrilled. He saw Jack's muscles swelling bigger and bigger. “Jack, Dude you are getting bigger as you pose!!”

“Yeah!!! I'm getting a real pump!!!! Feels good!! Feels really good!!!” Jack's chest was a marvel of massive chiseled muscle. His chest hair perfectly complemented his hot build. Fred couldn't have dreamed of Jack looking hotter, more muscular or more handsome. It was astonishing how hot he looked.

Fred looked at himself. He stood three inches taller than Jack now, although Jack was far heavier and wider. He'd grown from 5’6” to 6’1” tall as near as he could tell. And that was in the last 12 hours or so… Last night when Fred went to sleep he was 5’6” tall. That was 7” of growth in such a short time.

Fred looked at his face and body and gasped. He was a fucking angel. He was an incredibly handsome hunk, an incredibly handsome incredibly hung hunk. He was still Fred, but transformed. It was like a dream, a dream come true. But it was real.

Not only was his face beautiful, his skin bronzed and perfect, but he now had some muscle. Not anything like Jack, but sort of like Jack use to have. His entire proportions had changed into something incredibly sensual. His lower torso was slender, with his dark pubic hair running sexily up his tight abs to his chest. His upper torso mounded with tight muscles, lats flaring to a broad set of hunky shoulders, with long, strong arms complementing his six pack abs and square cut pecs. His nipples were large and sensitive, darker in color than before. His hips were slender, with long strong legs flaring down on each side of his monstrous cock. He looked into the mirror, and on a hunch stuck out his tongue. Then he stuck it out some more, and more. Fred's tongue stuck out of his mouth about 8-9 inches long beyond his lips, thick and strong. Fred posed his body. When he moved it was with a grace and sensuality and athleticism he'd always lacked.

He flexed a bicep, and a grapefruit sized bicep popped out. Fred gasped. He didn't think it would have been so big, to look at his bod. It was hot. Fred posed a double bicep, and was amazed to see the muscle bulge and flex out of his arms. His muscles flexed much bigger than they looked relaxed. He tried a most muscular. Again he gasped. It was incredible. His pecs and delts and traps swelled up thickly.

“Yeah, stud's got some muscle now!” said Jack. Fred nodded, speechless for the moment. Fred stared at his body in the mirror. Finally he said, “Damn. I can't believe my cock got bigger.”

“I can! I couldn't believe anything else, looking at that monster cock of yours Fred!” Fred blushed. It was a major turnon that Jack talked like that to him.

“Careful Dude, you'll get it angry”, Fred joked, “Damn! Its so fucking huge! And my cockhead is so big now too!!”

Jack apprised Fred's crotch with his eyes. “And that's not all that's gotten fucking huge, Fred. Check out your monster balls.” Fred looked down again, and then lifted his heavy cock up and out of the way, and stepped so his legs were farther apart.

“What the hell you got in that ball sack, Fred, a couple of apples?”

“Fuck me!”

“With pleasure, Dude.”

“Man look at these balls!! They weren't like this this morning!!!”

“I'll vouch for that. I got a good look. You had maybe a pair of AAA Extra Large Eggs in there this morning. Now I think you might be lucky to put those apples in your jockstrap. Forget about that monster cock, it ain't going back in there.”

Fred's balls had grown enormously during his short nap. Last night they'd increased in size some, Fred was sure, but not enough that he even thought about it compared to the fantastic growth of his cock from 2” soft, 5” hard to 10 3/4” soft, who knew how big hard?

“Jack, how big do you think it is?”

“What's the matter, worried your cock is too small?” Fred felt a thrill at the friendly barb. “Yeah, right, I wish it was even bigger! I'm serious Jack… how big do you think it is?”

“Well, we could measure it, is there a ruler around?” They looked about but there wasn't anything they could find. “Probably need a yardstick to measure you, Big Man.”

“Right, I'd need more than a yardstick to measure your sexual appetite, Muscle Stud.”

“I wish…!”, said Jack, pausing for a minute with a grin on his face. “Love to go at it, be able to keep going…! Both of us, insatiable!!”

“You wish!” said Fred.

“And you!!!” retorted Jack. “Admit it!!” Jack smiled at Fred. “Well…., yeah, I wish! Both of us going at it as long as we wanted to! And wanting too!” Fred admitted.

“And able to cum, to orgasm, ten, twenty times a day, or more!” Jack turned and smiled seductively at Fred. He gently swayed his body. His abs rippled. Standing in profile, Jack cut an awesome figure with his tightly packed shorts and pumped muscles. Fred felt a hot burn start in his chest. “Yes, I wish that too, Jack,” he said softly. Fred suddenly realized that Jack hadn't cum yet. Jack had given him an amazing blow job, but he hadn't done anything for Jack's pleasure.

“Ready for some more, Mr. Big Stuff?” asked Jack.

“Ready for some more, Mr. Muscle Stallion.” replied Fred. To Jack's astonishment, Fred got down on his knees in front of Jack. “Its your turn, Jack. Pose and show me your muscle…!”

Fred unbuttoned the shorts. He pulled them down a bit to reveal a pair of tightly packed Calvin Klein underwear. Then they wouldn't go down any further. Jack's thighs were too big, even for the baggy shorts. Jack quickly and easily pushed them down, tearing them and then they fell down and he kicked them off.

Standing there in just his calvins, Jack was astonishing. He was freakish mass, bigger than anyone, but also somehow proportioned, and his face was amazing.

His package was enticing too… Fred like big muscle, and big cock. He thought perhaps that he would find some changes there too on this muscle freak.

Jack certainly wasn't hung as Fred was, but he sure didn't look small by any means. Fred pulled down the calvins and Jack's cock and balls flopped out and descended.

“Wow buddy!” You got big muscle everywhere!” Fred shivered.

“Oh, Geez…! I had no idea!” Jack gasped.

“Too busy looking at your mountainous biceps to notice your basket stud!??!!!” Fred jibed.

“Yeah I guess, I mean I felt big, but I didn't realize!!!.” Jack stuttered.

“Don't worry about it Jack… I'm very happy.. very happy for you! and for me!!!”

“Thank you Fred,” Jack said. He had a few tears in his eyes. “Thank you!!”

“For what?” Fred asked.

“For being my friend, for getting me involved in this, for this,” Jack touched his humongous bicep, “and for this,” he said finally reaching down and hefting his cock. It was incredibly thick. His hand wouldn't go around it.

“It's so thick Jack, thick just like you… your muscles!” said Fred. Two tennis ball sized testicles hung close below his cock, pushed forward by the thickness of his thighs.

Jack's cockhead was thick and flared. It was huge, thick like his cock. Jack put his hand on the end of it, feeling it, hefting it.

Despite the size of his cock, Jack's cock was unusually proportioned. It was long, longer than most guys hard, about 6 1/2 inches long freed from the calvins, arching down over his tennis-sized balls. The thickness was amazing, however. Thicker than Fred had been erect when he woke this morning, so thick Fred couldn't put his hand all the way around it.

Fred grabbed Jack's coffee can sized cock with both hands and started to stroke it. “Ohhhh yeah!!! Fred!!!!! Fuck yeah!!!!!!” moaned Jack. He posed like a Bodybuilding God.

Fred jumped back in astonishment. “You horse hung fucker!!!”

“Didn't I tell you Fred? I've always been a grow-er, not a show-er!!!”

Jack's cock lengthened, slowly growing longer and longer and longer, inch by inch by inch. Fred sucked back on Jack's manhood, licking up the precum and using his huge tongue to wrap around that monster thickness and lube it up. With both hands and his tongue and lips Fred worked his friend's huge cock. As Jack's cock lengthened, Jack responded vigorously. He reached down and ran thick fingers through Fred's thickly luxurious shoulder length long dark hair. Fred loved the feeling of Jack's hands in his hair. He looked up at Jack. Jack was completely totally pumped. Jack started fondling his nipple with one hand. Finally Jack reached what seemed to be full erection. Fred pulled back for a second to look at the full erection. Although not much thicker than when soft, Jack's cock had lengthened over the last 3 minutes to be about 2 1/2 to 3 times its length when soft, Fred estimated.

“Now who's Mr. Big Stuff, you horse-hung muscle stallion?” asked Fred.

“Ohhhhh!!!!” moaned Jack.

Fred took the cockhead into his mouth, and sucked for a minute. Jack was going wild. His huge balls were starting to draw up under the base of his cock somewhat. They were really fighting gravity. Fred pulled back for a second and said, “Come on you muscle stallion!! Show me how big your muscles can grow!!!”

Jack groaned and Fred dived back down on the huge cock as Jack came. A thick stream of cum spurted onto the back of Fred's throat and down into his stomach. Fred discovered he could keep his throat open.. all of Jack's cum shot down into his stomach. Finally, after about 15 seconds, the flow stopped. Fred sat back and looked up at Jack. He felt the cum slosh in his stomach. He felt wonderful. Jack gasped and stretched his huge muscles, then looked down at Fred and smiled that familiar feral grin, his eyes flashing with affection. He bent down and Fred kissed him, snaking his long tongue into Jack's mouth. Jack's tongue was amazingly thick and big too.

“Wow! said Jack when they broke apart. “WOW! That was incredible!!! I felt it all over my body!!!”

“Me, too,” said Fred. “Like your whole body is the orgasm…!”

Jack stood and looked into the mirror. His cock, now becoming flaccid, was retracting back up over his balls. It settled back in about 6 1/2 inches long, but still amazingly thick. Jack felt it, wonderingly.

Fred started to laugh. “What?” asked Jack.

“A grow-er ? I never heard that before!!” Fred chuckled.

“You never heard that? Well, my hung friend, I must say you are certainly a show-er!!”

“MMMM!! Jack I wish you were a show-er and then a grow-er!!!” Fred laughed.

“You really like it big don't you Fred?”

“Definitely!!! I just never realized how big I liked it- how much I liked you- BIG!!!” Fred stood up and stared at himself next to Jack.

“What are we gonna do? How are we gonna go back to the hotel?”

“I don't know. We'll think of something later.” Jack bent down and picked up a sheet of paper. “Here Fred, this is a standard 8 1/2 x 11 inch sheet of paper. We can use it to measure you!”

Fred grabbed the paper and hefted his cock. He laid the paper longways out along the top of his cock. His cock stuck out from under the paper about 3 1/4 inches or more.

“Great. I'm well over 14 inches long… soft!” Fred was worried, but felt a thrill all the same. Fred tried to support his cock, compress it and see how short he could make it. It shrank up a lot, but not as much as he'd hoped. No way he could get it to 8” ever again. Before, he'd been able to get his 10 3/4 inch cock up to 8 inches in the jockstrap. Now, he could barely get his probably 14 1/2 inch cock to compress more than about four inches, maybe he could get it to stay at 10 inches if he had a jockstrap that would fit. Jack took the paper from Fred and folded it into one fourths lengthwise.

“This is 2.75 inches wide, Fred.” Jack measured the width of Fred's cock. It was over the width of the paper by about 1/2 of an inch at least. “Looks like about 3 1/4 to 3 1/2 inches thick Fred!” Jack whistled. “You're huge Dude!” Fred hefted his cock.

“It must weigh a pound or more, Jack!”

“That fucking monster is well over a pound Fred, more like three pounds I bet!”

“Fuck man it is HEAVY!” Fred dropped his cock, and it slapped up against his thigh with an audible clap and bounced 3 -4 times before settling to a thickly arched monster hanging over his enormous balls. They looked bigger, swollen up.

“What's wrong, Fred?” Jack asked. “Disappointed?”

“Hell no, I'm just getting uncomfortable!!”

“What's wrong, Fred?”

“I'm horny as hell!! My balls are starting to hurt. I haven't cum since this morning!!!”

“Oh, is that all? I thought we had a problem.” Jack reached down and stroked Fred's cock. It lengthened 5-6 inches instantly. Fred felt himself turned on… on fire. His cock grew fast, adding inches quickly, unlike Jack's slow growth to his massive erection. His balls ached a bit, but started feeling better. He reached down and started to stroke himself off with Jack.

He was at that half-erect state he'd found so wild, only this time magnified by his growth from the morning nap by 50% or more. Jack stroked Fred's nipple and the sensation aroused him further. Fred's mammoth cock grew yet another 3-4 inches longer under Fred and Jack's hands, almost twisting out of their grips. As Fred finally approached a new limit to his cock length his cock began expanding under his hand. It grew 2 inches thicker, even surpassing Jack's thickness.

“WOW!!” whispered Jack. “Look at that fucking Pants Python!!! And your cock head is so huge and flared and humongous!!!”

Fred leaned over and started to suck on Jack's nipple. Jack started to moan.

“Come on Stallion, come on you horse hung stallion!!”, Jack whispered.

“Oh man! I'm gonna cum already!!!” Fred looked down. His cock was bigger than ever. It must be twice as long now and inches thicker than Jack's. Fred felt his balls start to pump, the sensation was incredible as the cum pumped up his long long shaft. He shot an incredible stream on Jack's muscle. Jack caught some of it in his mouth, some of it shot on his face, over his head, on his wide muscle chest. Fred came and came and came. His balls churned out an incredible amount of cum. Jack was stunned. Long thick streams of cum kept flying out of Fred's cock, hitting Jack, running down his muscle chest and abs and down his legs, dripping off of his thick flaccid cock.

Finally Fred stopped cumming. Jack stood there, covered with cum, and then he began to cum himself, his cock not even hard, just shooting and dribbling cum as Jack couldn't help but respond to Fred's remarkable sexuality.

As Fred started to get soft again, his cock receeded to 14.5+ inches in length and reduced thickness to 3 1/2 inches again. The weight of it was incredible on his hips, constantly fighting gravity, constantly reminding him of the size of his cock.

“Hey Fred! Your balls are smaller!! I mean, they're still huge, but they're smaller than they were!” Fred reached down and hefted his balls. They were smaller than just minutes ago, smaller than the apple-sized balls he'd had, not even the size of Jack's tennis ball sized testicles. Fred thought about it for a minute and then he laughed. “I just shot tons of cum Dude, the reservoir is empty for a while.” He let go of his balls and they slid down low, hanging in the bottom of Fred's still enormous ball sack, about 6 inches below the base of Fred's cock.

“Yeah, until it fills up again. I wonder how long that'll take?” Jack leered at Fred, then posed a massive double biceps and side profile showoff to tantalize Fred. Fred grabbed Jack's ass and squeezed it. Jack reached down and grabbed for Fred's cock, but Fred jumped back and laughed.

“Not long I suspect.”

“It that's true then it's the only thing about you that's not long!”

“With a muscle God like you around how could I be anything but long?”

“With a Hung Hunk like you around how could I help but pump up?”

Jack and Fred ran down to the ocean. They dove in and cleaned themselves off. They also took the remains of their clothes and rinsed them off in the surf, and then hung them up to dry in the warm breeze.

They splashed around in the surf, playing pull cock and grab-ass. Finally they climbed out, one sexy superhung stud and one musclegod. Jack laid down on the warm sand. Fred laid down in his arms, his cock draped over Jack's thigh, laying against Jack's cock.

Fred enjoyed laying on the hugely muscled figure of his friend, carved like a greek statue, but living flesh, warm and powerful. Jack's skin was golden bronzed, he was a classic blonde Adonis in form, a living Herculean Titan of muscle and power. Drops of salt water beaded on Jack's muscle, which Fred playfully licked off with his huge tongue, then curled up against Jack so he could lick Jack's nipples with his tongue. They instantly hardened under Fred's caresses.

Jack flexed with pleasure at the caresses of Fred's tongue. What was best was the enormous size of Fred's cock, however, laying across his thigh, and then lengthwise down Jack's own thick monster. Jack could get hard and go for another round, but he was enjoying the lazy feeling of erotic foreplay, and the warm romance of his incredibly handsome and hung lover close by his side. His heart ached as he realized that he really loved Fred. He ached with pleasure, and with the jealous knowledge that he'd have to share Fred with others. Fred was too much a stallion to be faithful, however much he'd want him to be. And for him to be any less a stallion wasn't what Jack wanted at all, for Fred, or himself.

However, they had some problems to deal with, and they'd better do it soon, before someone came along and saw them naked. Their clothes were mostly dry. Jack's t-shirt was in tatters, his calvins were still intact although considerably stretched out, and his shorts were split up the side of both legs. Fred had his t-shirt, baggy shorts, and jockstrap. They needed to be at least reasonably dressed to get to their rooms.

Fred tried on the jockstrap. His balls, still reduced in size, fit, but his cock hung out and down his leg 14 inches. This would never do. Fred tried on the stretched out calvins, and they did hold everything he had… if holding it was to have the fabric stretched perilously tight. But the calvins compressed his cock to 10”, and he doubled his cock up under his balls, so that he had a big bulging smooth basket, with his cockhead under his balls. The leg openings were pulled out just a bit, but held okay. He walked up and down the beach under Jack's watchful gaze, to try out how to move. The weight of his cock and balls was constantly fighting the cotton fabric, reminding him of the size of his cock.

“Damn nice, Fred! You know your muscles really pump a lot when they flex stud! Your ass really is amazing when you walk…!!! Incredible. All your muscles pumping while you strut!”

Fred blushed, but kept his mind on getting dressed.

“I'd never dreamed of what a problem this would be when I was after other hung guys. Of course, they hadn't been this hung, although I've had a couple 11 and even one 12 inchers… that's hard measurements, Jack.”

“You put them to shame Fred.”

Fred next began to try on his baggy nylon swim trunks, but then stopped. He might be able to wear Jack's torn up shorts, but Jack never would be able to again. He threw the jockstrap and his shorts at Jack, then picked up Jack's shorts. He pulled them up over his long, strong muscled legs. They still had the waistband, button and zipper intact.

“I think the only measurement that's the same on you, Jack, is your waistline!”

Fred buttoned the shorts and zipped them up. It took some adjusting to zip over his huge bulging basket, but it finally zipped over the huge basket. He pushed on the package and manuevered it down to hang a bit lower. It fit, and he could walk freely. His muscular legs were visible through the tears on the outside seams, but it was a very sexy effect. The shorts hung quite nicely on his hips, accentuating the handsome lines of his torso and legs. Fred's slender waistline and hips outrageously complemented the huge bulge swinging between his legs. A line of dark hair trailed up his muscle stomach from his pubic hair to spread lightly across pecs. His broad shoulders also contrasted nicely to his slender lower torso. His tightly mounded pecs and the v-taper of his high set lats also showed up his exaggerated proportions and declared his rampant sexuality. Fred's legs were powerfully shaped and formed, flaring from his hips, arcing down with muscled thighs surrounding his package. He turned and posed for Jack.

“Wow,” said Jack. “You're fucking hot. How can you be so fucking hot?”

“What do you mean?

“Cause you're so fucking cool.”

Fred blushed again at the compliment.

“I love it when you blush Fred. It's so sweet. And the blush does wonderful things to your face.” Fred blushed even more furiously. “The red sets off those incredible blue eyes, Fred. Very nice, you handsome mega-hung lover!”

Jack stopped teasing Fred and pulled Fred's jockstrap on his massive legs. He actually had trouble getting the straps on over his thighs, they were so hugely muscled. By scooting the strap up over his thighs evenly he was able to manage after a minute. He lifted the strap over his balls and cock, and adjusted the strap on his waist. Then he reached down and pulled the fabric wide on the sides and down, under his huge tennis ball sized testicles, fitting the fabric over his entire genitals. With his incredibly thick 6 1/2 inch long cock, and the two tennis ball sized bulges, Jack had an incredibly obvious package, unmistakeable as to content. Fred by contrast had a much larger, but smooth package as his cockhead was folded under, and his balls hidden under his flaccid tightly packed cock. The size of Fred's package was huge, but exactly what was where was and how big was an enticing puzzle.

Jack reached back under his ass and adjusted the leg straps, then gave his body a shake and posed a double bicep followed by a most muscular. His package bounced.

“WOW. You're enormous Jack. The way your muscles, even not pumped are so huge is amazing. You sure don't have a tiny dick like some bodybuilders either!!! You're perfectly proportioned, but freakily massive.”

Jack tried to pull on Fred's ultra baggy nylon swim trunks. They almost fit, but stuck above his knees on his massive thighs. Fred ran into the shack, found a discarded knife in the kitchen, and slit the sides of the trunks so they slid on. They worked, but were pulled so tight they were not baggy by any means on Jack. They showed off his massive muscle glutes as well as his package up front, the thin nylon obscuring nothing of his massive bulging genitals.

Jack looked at Fred's t shirt. He picked it up and held it in front of him. it was an xxxl long. It was tiny compared to Jacks' thickness.

I'm gonna have to rip out the sleeves to wear this.” Fred cut off the sleeves entirely for Jack, and slit the side seams down from the arms about 12 inches. Jack pulled the shirt on and it looked like it was painted on him. His lats stuck out completely. His delts completely stuck out on each side, he was so broadshouldered. His huge biceps completed the package nicely.

“Jack you look more obscene dressed than naked!”

“Good! I want to be obscene for you Fred! As if I could be more obscene than your massive cock!”

Fred took the tattered remains of Jack's original t-shirt and pulled it over his head. He tied the tatters over one shoulder. His hot body set off the effect sexily. Fred now had that hot look of a male supermodel, the kind that could make a potato sack look like the height of fashion, and cause every wannabe on Wall Street to wear potato sacks to work.

“Well, Tom's gone for now at least.” Fred scrawled him a note and he and Jack set off to go back to the hotel.

“What caused it in me, Fred? Was it cause I'm your friend?”

“I don't know.”

“Fred, was it because I gave you a blow job, swallowed all that cum?”

“I don't know.”

“But you swallowed Tom's cum, and then you grew!”

“Yeah, but differently than you!”

“Yeah, but I love big muscle, I've been working to get big muscle..Maybe you jerked off more than me, and your cock grew bigger cause of that!!”

“I don't think so. I don't think its possible to masturbate more than you used to.”

“Very funny. And true! Hey, maybe its what we wish for, our wishes coming true!”

“Jack, I don't know.”

“Why does it happen only when we sleep?”

“I'm not sure it does. Maybe it only happens when I sleep!”

“Hey yeah, maybe it happens only when you sleep! Maybe you did these changes in your dreams!”

“Maybe, but I did wake up and watch you grow.”

“But you did dream of i t?”


“Hmm… we should have a test!!! We should plan a test!!”

“Yeah, and in the meantime be careful what we wish for.”

“And what you dream!!”

“How can I control my dreams?”

Jack walked along in silence. “I wish I was t aller!”


“It's true! I do wish I was 7' or taller!!! and as muscular as possible!!!”


“I want to be your test, Fred. And I love you bud, and I know you love BIG MUSCLE. I wish I was 7' tall or taller and completely muscled and completely hot like you want me to be!!!!”


Jack got down on his knees in front of Fred. “I want to be your muscle slave, Fred. I want to make you happy. You gave me what I could never have, and I want to return my happiness to you!!”

“… and to have a BIG COCK too.”


“I love big cock too.”

“And I want to have a big cock too… but yours to always be bigger than mine erect.”

Fred bent down and kissed Jack, tonguing him deeply. Jack pulled down Fred's shorts and calvins and gasped with pleasure as his cock descended to 14+ inches. Jack grabbed on and started stroking, taking the rapidly expanding cock with both hands.

“Now that's what I call a trouser snake!” Jack noticed even in the last half hour Fred's balls had gotten bigger again, bigger than tennis balls.

“Oh yeah Jack!!! Oh yeah!!!” Fuck yeah!!! I feel so hot!!! I'm gonna cum!!!!!”

Jack opened wide, swallowing Fred's huge cock. That he was able to do so amazed him. He deep throated Fred. Fred shoved his cock deeper, losing control. Fred started spewing a huge load directly into Jack's stomach. He came for about 2 full minutes. When he could see again, he pulled out, his cock still dripping cum. His balls again were reduced in size. He walked down to the water and washed off his cock, waited for it to subside, and then repackaged his cock and got dressed.

Jack was waiting for him, smiling. Jack patted his stomach. “It's just like money in the bank.”

“We'll see.”

As they arrived back to the hotel, people stopped and stared at them. They tended to notice Jack first, as he was so broadly muscled. Then they would see Fred and stop as if awestruck. Some would stare directly at his huge package, no longer hidden by a long hanging t-shirt, others would stare dreamily into his eyes, drinking in his good looks until their gaze caught his huge bulging basket.

One young hispanic fellow's eyes darted back and forth between them, as if unable to decide who he wanted to stare at the most.

Jack chuckled. Fred punched him in the arm. “Isn't this great?”

Fred tried to be serious but he couldn't as man after man stared at them. He found their probing eyes which yesterday would have caused him to hang his head and walk faster cause to stand tall, and saunter across the sand, his humongous basket followed by his hot muscled pumping ass. Fred smiled and laughed, tossing back his windblown hair.

“What are we going to tell the others?” Fred wondered.

“Not a damn thing,” Jack said. “Let them figure it out. There's nothing we can do about it anyway.” They arrived at the hotel and several people from their group came out. They pointed and exclaimed as the two hot young studs entered the cabana area.

“Jesus!! Is that Fred and Jack?!!!”


“When did they start working out??”

One arrogant young man named Sam confronted them. He was the bad seed of their group, an overweight jerk who constantly complained and found fault with others. He looked angry. “What happened to you two freaks?” he demanded.

“What do you mean, Sam?” asked Jack softly. “You're all muscular, and Fred's! taller!! and…” His voice trailed off as he stared at Fred's basket.

“Yeah? So we've been working out, Sam.” Fred spoke up. His voice seemed to almost hypnotize Sam. Sam had given Fred a lot of grief growing up, and still liked to order him around.

“Right,” said Sam, confused. “You've been working out.” Then he shook his head and said, “What the fuck?!! You can't grow like that!!!!” Fred stood closer to the 5’10” bulky youth.

“Some people do, right, Jack?”

“That's right Fred, some people do.”

Sam shook his head again. Fred's eyes bored into his, making him uncertain. Fred certainly was intense looking with his hot hunk new face. His resolve crumbled. Fred reached out and squeezed a firm grip on his shoulder. “We've been working out, and we grew bigger, over time. Right, Sam?”

Sam smiled uncertainly. It was an odd thing to see Sam smile, who in the past had scowled at Fred continuously. “Right, Fred. I wish I could work out and get in shape too.”

“I wish you would work out, Sam. It would give you something to do other than arguing with Jack and me. I wish you would get over your problems and get your life in order.” Sam scowled, then gasped, then scowled. “I wish you would stop trying to hurt others, Sam.”

Sam shook his head, then stared down at his feet. Then his eyes wandered up to Jack's biceps. Jack casually flexed his hugely muscled arms and chest. Sam blanched and looked away and then down at Fred's basket. Fred swayed his hips once and his entire package bounced. His straining cock and balls were clearly visible. Sam stared in awe.

“I don't know why you've been so mean to me, Sam. I wish you would stop. I don't know if you've been mistreated, or are unhappy, or are just plain mean. I don't care. You're going to have to respect Jack and me and everyone else from now on.”

Sam turned pale. He opened his mouth to say something, then shut his mouth, tried to say something again, then gave up and walked away. He sat down some distance away, put his head down in his hands, and started crying.

“Leave him alone for a while,” Fred said.

In the hotel lobby they ran into Toby, a friend of theirs, one of the few people that had actually been friendly with Fred. Actually, Fred had sucked Toby off in the showers one day in High School. Toby was a slender, 5' 8” tall gay young stallion, with a shock of thick chestnut brown hair always hanging down over his eyes. He was a total exhibitionist. He often wore just speedos and nothing else, if forced to “cover up” he would wear skin tight muscle tops that accentuated his lean form, and spandex bicycle shorts to make the most of his average 6” cock and balls. He was a real delight though, with a wide smile, and a hot come-on sparkle to his eyes.

Toby stopped and stared. “I'd heard you'd been working out… somewhere?” Toby scratched his head, confused.

“What do you think, Toby?”

“You are hot!”

Toby was staring fixedly at Fred's basket. Obviously Toby was into huge cock. Very obviously, as he was getting an erection in his pants. Normally he would be all over Jack, but with Fred present there was no doubt as to his fetish.

Fred smirked with delight.

“Hi Toby,” said Jack.

Toby glanced up at the huge muscled stud and said, “Hi, Jack.” Then he ignored Jack and stared at Fred again.

Fred burst out laughing.

“What's so funny???” asked Toby.

Jack moved closer to Toby and shoved his hips and package forward until his package rested in the palm of Toby's hand. “Hi, Toby,” said Jack.

Toby hung his head. “I guess I don't have a chance at Fred with you here Jack. No offense, its just…! I know Fred's into huge muscle, and I haven't got it.”

Jack thought a minute. He knew what Fred wanted. “You'd better go up to Fred's room with him Toby, cause I'm gonna keep him to myself tonight.” Fred looked astonished. Jack cradled Fred's cock through the shorts and said, “Go have fun. But tonight you're mine.”

Then Jack picked up Toby by both shoulders. “We're bros now Dude. Friends, understand?” Toby nodded. “Nobody owns anybody else anyway. Unless they both want it.” Jack stared at Fred. “I'm going upstairs to take a nap, Fred. See you tonight, about 6pm.”

Upstairs in Fred's room Toby immediately stripped off his shirt and shorts. He was wearing only some red speedos, with a nice 6” erection showing through them. Toby was a hot young man, but compared to Fred's incredible looks, his 5” greater height, his lean muscular hung and hunky model handsome looks, Toby faded into the wallpaper, or so he thought.

“Toby, you are so hot looking!!”

“What? are you joking me?”

“No, man, I think you're fucking hot!! Remember the blow job I gave you in the high school showers???!!! I still get off thinking of that!!!”

“But you're so fucking hot now!!!! and I know you're really into muscle..!! Before you worked out, it was okay, but you're way out of my league now!!!”

“I'll decide who's in my league or not! Yeah, I've got a better body now, thanks to.. working out, but you're still the same, and I'm still Fred inside here Dude. I'm gonna prove it to you.”

“But I thought you only liked muscle guys… look at Jack!!”

“Jack's hot Dude. So are you. If you want you could be like him too.”

“GOD I WISH!!!!! I want to be incredibly muscular!!! So you'd really want me. And besides, you know I work out but can't put on a pound!”

Fred felt an odd feeling come over him. He felt focused, odd headed, like he was daydreaming. “If you want it I wish it for you too, Toby.”

Fred stripped off his tattered shirt. Then he unzipped his shorts, and pulled them down and kicked them off. He was standing in front of Toby in Jack's overstrained Calvins. Just then his ballsack slipped out of the completely overstretched leg openings. His testicles were larger than ever.

Toby gasped, then fell to his knees. He rolled over, kicked off his speedos, and dove on Fred's crotch. Toby pulled down the calvins and Fred kicked them off. Fred's cock dropped to 14 1/2 inches and bounced, soft. Toby was amazed. He stood up and rubbed his erect cock on Fred's warm soft monster.

“You're fucking amazing!!!”

“So are you Stud… Hoping it'll rub off on you?”

“Fuck yeah!!!”

Toby went down on his hands and knees. He looked over his shoulder. “Fuck me Fred!! I need you badly!!!!”

Fred picked up Toby's slight form and tossed him onto the bed. Toby lay there on his back, staring at Fred's monstrous cock, which was growing longer and longer and expanding in thickness.

“Fuck my ASS FRED I NEED YOU!!!”

Toby's entreaties were an aphrodisiac to Fred. Fred wondered if he could stop if someone demanded sex of him, it was such a turnon. But that fleeting thought vanished as his cock hardened and his massive flared head swelled up and turned reddish purple.

Fred lifted Toby's legs up onto his shoulders, and placed the incredible thickness of his cockhead at Toby's ass.

“Come on you fucking hunk fuck my ASS!!!” Toby demanded. Fred was worried about hurting Toby but he was under some geas he couldn't avoid. His cockhead was oozing precum and Fred shoved his cock between Toby's bubble butt ass cheeks. They parted, rubbing tightly on his cock. Toby's hips seemed hinged, the huge cock slid up into Toby. Toby was writhing in pleasure, not pain. The sensation was intense and Toby could feel the massive cock in his ass plowing deeply into him. It was intense. Fred slid in and out, deeper and faster, precum lubing his strokes, droplets flying off his enormous pumping shaft. Fred discovered his new proportions and longer legs and narrow hips allowed him to easily sway and fuck Toby with the entire length of his cock. It was one of the most intense sexual experiences Fred had ever experienced. He wanted to share it with Jack was his one thought besides fucking Toby and ruining him for any other man.

Toby and Fred seemed to share the same level of sexual excitement. Fred felt himself approaching climax, his balls about to let loose. Toby sensed it and slapped his arms on the bed with anticipation. “CUM IN ME!!!”, begged Toby.

Fred shoved his cock deep at the moment of climax. Hot cum flooded inside Toby with force. Toby bucked as he felt the cum filling up inside him. Fred shot his entire load inside Toby, then pulled out his cock and shot immediately again on Toby's torso and face. “Fuck!! Fuck!! Fuck!!!” said Toby.

Fred was overwhelmed. He sat down on the bed, exhausted for the moment. As Toby writhed, still struggling to control his overwhelmed body, Fred drifted into a dazed waking sleep. He daydreamed about huge Jack, and their friends, then his thoughts returned to Toby, and wondered, imagining what he would look like muscular. Would anything happen tonight as they slept? Suddenly he realized that Jack had said he was going to take a nap. Holy Shit!

Toby was silent on the bed. He'd dropped off to sleep, Fred realized. Suddenly Fred realized Toby was changing.

“Toby!!! Wake up!!!!” Fred shook Toby roughly. Toby awoke, but the changes didn't stop at all, they accelerated.

“What's happening to me????”

“You're getting muscular, Toby, you're getting your wish!!!”

Toby leapt up and stood in front of the mirrored closet.

He'd barely changed at all, but he did look different! He was really starting to look bigger… as his slender form started to gradually bulge with muscles thickening under his skin. His shock of chestnut brown hair grew longer and thicker still. That wasn't the only place he was changing either. His small patch of pubic hair darkened until it was black and started to grow like a forest across his lower abs and out onto his thighs. His muscles were now starting to really show!

“Enjoy it Toby! How does it feel?”

“MAN I feel so warm and tingly and PUMPED!!” Toby felt his arms and squeezed his biceps.

“Go ahead Toby! FLEX!”

Toby posed a double bicep. As he flexed his muscles grew faster, his biceps, delts, and traps flexing high and then staying that big as Toby relaxed them. Again and again Toby posed. Each time his muscles flexed bigger and bigger. His silky chestnut hair now hung below his shoulders down his back.

“Toby you are so fucking hot!! Get big for me TOBY!! GET MUSCLE!!!!” Toby's abs started to become defined under the tender skin of his stomach. In about 60 seconds they grew to a thick set of six pack abs, and in another 60 seconds his entire supermuscled abdomen protruded thickly below his sternum. His glutes swelled up with muscle, no longer a small bubble butt Toby now had a muscle man's bodybuilder power ass. Toby looked over his shoulder into the mirror and gasped with delight at his muscle ass. For the first time since he'd stood up Toby looked away from his body, from his newly muscled ass to Fred for a second and winked.

Fred was delighted with the changes in Toby. “Yeah Toby!!! Get those big power legs stud!!! Let's see some huge fucking delts and traps!!! Get those pecs big DUDE!!! Grow for me TOBY!!! Show me that massive Lat spread Lover!!! Big muscle calves stud!!! Get BIG YOU FUCKING MUSCLE MAN!!

As Fred yelled out his desires they seemed to be written into Toby's flesh with an invisible pen. Toby was now a hot 5’8” tall muscle stud. His flashing emerald green eyes were thrilled with his changes. He wasn't able to control them at all, they occurred with rapidity and with an enormous sense of powerful well being and health. His abs were soon covered with dark curly hair, spreading up and out his pecs. He didn't look like a youth anymore, he looked more and more like a tough muscle stud. His nipples were large, and swelled, looking sensitive and sexy with the black curly hair on his pecs.

For an instant, his growth stopped. Fred was lost in reverie, enjoying Toby's hot new muscle look.

“Wow!!” exclaimed Toby. “Is that it?”

“No!” said Fred, dreaming of the muscled Toby… “Now get BIG!!!”

“Yeah!!” said Toby, staring at himself in the mirror. Then he gasped as a new wave of growth hit him. This time it hit him like a freight train. His growth so far had turned a slight youth into a muscled stud.

Now Toby grew from a competition lightweight bodybuilder to a thickness not normally possible with someone of his height. His chest became progressively thicker, his ass grew widely muscled, and his thighs swelled up like mighty oaks. His delts and traps grew hugely wide and bulged roundly from his body. He grew so muscled that his face took on a tougher broader look, as his jaw muscled up and his face changed proportionally and became thicker across the lower part of his face. A thick stubble of beard grew across his jaw. His pectorals grew thicker and thicker, and bulged out from his upper torso, growing even wider and taller on his torso until they were fighting his monstrous biceps, humongous deltoids and even his thickly muscled abdomen for dominance on Toby's overmuscled body. As he reached a maximum muscle growth his hair grew in thicker on his body. Toby was a tough fucking stud now.

Fred loved the size of his friend now. His eyes searched Toby's body as it grew. As his gaze paused on the dark hairy crotch on Toby, he saw Toby's cock hanging in the curly black hair. Toby was looking at his cock and shook his hips. Suddenly his cock flexed and grew. “Yeah!!” exclaimed Toby and Fred simultaneously.

Toby's cock grew like a firehose unrolling off a spool. It grew longer and longer, sliding down the thickly muscled hairy thighs on Toby's legs. As it grew longer Toby grunted and widened his stance to accomodate the lengthening and widening cock. As he stepped wider his scrotum slid lower between his legs, and his testicles grew larger and slid lower and lower in his rapidly growing scrotum. In about 30 seconds Toby was sporting an incredible large set of low hangers. His testicles were the size and shape of ripe lemons, the right testicle hanging about two inches lower than the left in his huge scrotum, which hung down 7” from the base of Toby's penis. In another 45 seconds Toby's cock lengthened until it was 9” in length, and the base of his cock and his cock head widened dramatically. He developed a widely flared triangular shaped cock head, and with the incredible width of the base of his cock, the shaft of his cock also complemented in shape the proportions of his cockhead. His shaft was 4” wide at the base, but only 2” wide behind the head of his cock. Toby's cockhead was 3” wide at the point where it joined the shaft of his cock. Toby's cock was a wicked looking tool.

Finally the changes subsided. Toby stood shaking, quivering, taking deep, husky breaths.

“Toby you are so hot looking!!!”

“It's everything I ever wanted!” Toby stopped, then tried his voice again. “Hello! Hello! Fred, my voice!!!”

“Fucking awesome Toby!!! Fucking awesome!!!” Toby's voice had changed from a light, high tenor to a deep, gravelly, booming basso profundo. His chest resonated when he spoke.

“Fred, what's happened?”

“You worked out stud, and got big. That's what happens when you work out with me, you get big!”

Fred stepped up to Toby and looked down at him. He was still 5’8” tall. Fred looked down at him from his 6’1” height. Toby looked up at Fred, then down at Fred's cock. “Fred, you still got the biggest cock on the planet! You wanna work out some more?”

Fred reached down and grabbed Toby's muscle ass. It was round and firm. Toby shivered with anticipation. “I love to get fucked Fred! Especially with a huge cock!! And now I feel hornier than ever!!!”

Toby stretched his muscle arms wide. His muscular form was so hot and built. “I look like a tough Italian stud.” Fred smiled to himself, cause Toby wouldn't hurt a fly.

“You are a hot Italian stud!!”

“I'm not even Italian, just always wanted to be!!!! This is my dream come true!!”

“You're Italian now, Toby.”

“YEAH! Now all I need is a leather jacket!!”

“An XXXL leather jacket, might fit you muscle stud!” Fred felt his 14+ cock start to weigh even heavier on his hips as his cock started to grow erect. Toby reached under Fred's cock and hefted his balls. “Man! Your balls are huge!! i really dig on huge balls!!! I've got a huge pair now but yours are enormous!!!!”

Fred reached down and lifted his cock out of the way. His balls were huge. In fact, they were bigger than ever!! They were much bigger than the apple sized balls he'd woken up with this morning, and he'd just cum moments before!!! Earlier, when he'd cum with Jack, they'd deflated quite a bit, to less than the size of Jack's tennis ball sized testicles. They'd grown swollen with cum as he'd walked back to the hotel with Jack, but now less than ten minutes after he'd completely shot his load into Toby, Fred's testicles were as big as oranges. And his scrotum was enormous, and his balls hanging down 10” from the base of his cock.

“What's wrong, Fred?” asked Toby.

“I think I'm still getting bigger!!!”



Part 2

Jack headed off to his room after he left Fred with Toby. He was just around the corner and down the hall from Fred's room. Inside his room he kicked off Fred's shorts and posed in front of the bureau mirror wearing only Fred's jockstrap. He finally had a chance to check out his body. He was thrilled with his huge muscle mass. He quickly worked through a posing routine that he'd practiced in the gym. He was so massive that the feeling of his bulging muscles rubbing across each other was intensely erotic. He found that his muscles pumped easily, with his cock only lengthening in the jockstrap about 3 inches, although he was feeling a complete sexual frenzy from his muscle pump. Jack realized that he was primarily oriented to muscle response, in opposition to his intense craving for big dicks. Just then there was a knock on the door. Jack grabbed a large towel and wrapped it around his waist. He opened the door and was surprised to recognize the young Latin fellow who had stared at Fred and he on the beach.

“Hello?” asked Jack.

The young fellow stepped into the room, and gasped as he stared at Jack. He shut the door behind him.

“My name is Manuel. I work at the hotel..! I saw you on the beach with your friend ..! I'm sorry sir, I had to come and speak with you.”

“Okay, but why?” asked Jack.

“I'm always watching the big muscle men in the magazine, but I never met one yet. I want to ask you about your muscle. I love the big muscle. I see you with your friend, I know you are with him, so you are gay like me. I just want to ask you about it. I want to know.”

Manuel was very earnest. Jack was touched by his sincerity. He knew what it was like to have those sorts of cravings. He thought about Fred right now.

Jack thrust his arm forward and flexed it. His huge bicep popped rock hard in front of Manuel. “Go ahead, Manuel.”

“Please sir can you call me Manny?”

“Go ahead, Manny.” Manny reached out tentatively and stroked the mounded muscle. He shivered. Jack's bicep actually jumped under his touch. Jack was astonished at how sensitive he was to the touch. Manny's cock was hard in his pants. Manny was 5’10” tall, with a nice slender build. His hair was black and curly, and he had strong white teeth is a pleasant smile. His brown eyes were so dark they were almost black. They were warm with regard for Jack's enormous muscular size. Manny was wearing a white hotel shirt and black pants. Jack was suddenly really excited by Manny.

“Manny you want to touch me more?” Manny nodded quickly. “I have something I like too Manny. I love men's cocks. I want to suck your cock, and I want you to fuck me. And I'll let you touch me as much as you want.”

“When, sir?”

“Right now, and call me Jack!”

Jack practically tore Manny's pants off and stripped him down. Jack was really turned on. Manny was hung about 6” erect, in fact he was ordinary in just about every way, but Jack didn't care. Jack knew Manny loved his muscle and that was a demand on Jack that he seemed unable to shake. Jack dropped the towel and stood revealed wearing only the jockstrap. He let Manny stroke his muscle pecs and feel his delts and grab his biceps and muscle ass. Manny was moaning softly, praising Jack's strength. Finally Jack got down on his knees and started sucking on Manny's cock. Manny grabbed onto Jack's traps and held on. “Oh man your cock tastes so good!!! Oh Manny its so BIG!! Feels so good!! Oh man I want you in my ass!!! I want your huge balls to slap my ass!!” Manny responded nicely to Jack's come on words. Then Jack noticed something hot. Manny was actually bigger than he'd looked. Jack could feel what felt like a real 7” cock in his mouth. Then he realized Manny must be 8”… he'd obviously not been erect all the way. Jack pulled off of Manny's cock for a second, and gasped as he saw Manny's cock growing bigger and bigger.

Manny was unaware of the changes for a minute, he was so lost in the sensation of the blowjob. Jack felt a moment's delight and then dove back down on the rapidly growing cock.

He took Manny all the way down his throat and then felt Manny's balls pushing at his chin, harder and harder. He realized Manny's balls were getting bigger too. In fact, everything he'd said he wanted he was getting… He sucked harder on Manny's cock, imagining the changes that he wanted in this young stud.

Manny's cock continued to grow as Jack sucked on it, but almost right away Jack could tell Manny was going to cum. Manny shot a load all the way down Jack's throat. Jack swallowed every drop.

“Oh Jack!!” whispered Manny. He stood back, staring at this incredible muscle who had just sucked him off. “Thank you, Jack, thank you!! I should go!!” He started to bend down to pick up his pants.

“Hold it Manny, I'm not done with you yet.”

Jack was smiling. He saw that Manny's cock had subsided… but now it was 6” long soft, and considerably thicker too, it was now 2” thick, he estimated. And Manny's testicles were now the size of large eggs. Jack was smiling because Manny didn't even realize it yet. “Do you want muscle, Manny? What's your secret desire?”

“I love muscle, I want to be muscular, but only to worship your muscle… I love the big muscle on other men the most!!”

“YEAH!!! And I love the big cock on other men the most!!!”

“Senor Jack, I am nothing extraordinary in any way…”

“Check it out Manny… Look at your cock!!!” Manny looked at his 6” soft cock and large balls and almost fainted. Jack leapt forward and grabbed him. “Here… none of that!! Wake up!!”

“It is a dream!!!”

“Is this a dream?” Jack grabbed Manny's cock and started stroking it. He willed that Manny was hot horny and ready all the time… probably not too far from the truth, but willing him a boost to really get him going. It seemed to work… in fact it worked like crazy. Manny instantly came to and in about 10 seconds his cock was hard in Jack's muscle grip. His erect cock was well over 8 inches long and 2 1/4 inches thick. Manny had a very thick vein on top of his cock, running the length of his shaft. Jack thought it was awesome.

“I'm so big now!!” exclaimed Manny.

“I want you bigger!!!” exclaimed Jack. “Bigger and bigger and bigger!!! I love big things!!! I want you bigger all over!!!!!”

Manny froze up like he was in a trance. Suddenly his cock began to swell in Jack's grip. It was a complete turnon for Jack, feeling Manny's cock thicken and lengthen as he stroked it.

Jack imagined Manny with a huge cock, a big handsome muscular latin stud. Manny's cock grew longer, past 9” in length. His cock swelled thicker and thicker, past 2 1/2” in width heading towards 3”, then surpassing 3” in width as his cock lengthened past 10” and quickly headed towards 11” in length. Finally the growth of Manny's penis stopped at just shy of 11” in length and at 3 1/4” in thickness. Manny's balls were bigger too, growing from the size of large hen's eggs to over 3 1/2” at their largest diameter.

Manny started to really become sexually excited. Jack rolled over and offered Manny his huge round firm muscle ass to fuck. Jack's eyes begged for Manny to fuck him. Manny shoved his now larger cock up Jack's ass and felt his precum lube the hot round firm muscle ass he'd impaled. He started to fuck Jack's enormous muscled bod with long strokes of his cock. Jack writhed in ecstacy. This was what he needed. This was what he lived for. Jack needed a big cock and he needed it frequently. Jack started to get erect. He tore off the jockstrap he still wore, then threw the ruined strap to the floor. His enormously thick cock was already 10 1/2” long, but not even half erect yet. He stroked himself as Manny fucked him. Soon he knew Manny was going to cum, cum inside Jack with his huge cock.

“Ohhh Jaaacccck!!!!” Manny moaned again and again. Just as Jack reached full erection, he felt fire burn through his body as he felt Manny cum in his ass. Jack shot all over himself, drenching his chest and face with hot cum. His muscles pulsed and flexed and throbbed with his cock as he came.

Manny gasped and moaned with the heretofore unexperienced intensity of his new equipment. Finally he was exhausted, laying across Jack's huge muscle bod. The warmth from Jack's huge body was intense.

After a while, he rose and went into the shower, where he jerked off twice more. Then he came out of the shower and jerked off again, cumming on Jack's huge body as he lay sleeping. Then he pulled on his shirt, and his pants, and before he zipped up his zipper jerked off one more time onto Jack's hugely muscled torso. Jack was enormously muscled, and looked bigger than ever.

Finally Manny stuffed his 8” long soft x 2 1/2” wide cock into his pants and zipped them up. He now had a very dangerous looking bulge in the black slacks. As he watched, he thought his shirt looked tighter than it had just moments ago when he'd put it on, and his slacks too. Anyway, he had to get back to his work station or lose his job. He left the sleeping musclestud and slipped out into the hallway.

His pulse was pounding as he checked out the studs in the lobby and took his post at the concierge desk. His supervisor frowned at him and tapped his watch. Manny shrugged his shoulders and looked innocent. Manny did a good looking innocent. The supervisor let it go. Manny felt like a real horndog. He smiled at the thought. He looked at all the young handsome bellhops and realized that he was going to have some fun real soon. His balls kinda ached. He thought it was cause he had overworked his equipment, but otherwise he felt fine. Almost too fine. Manny caught look at himself in the lobby glass. Manny smiled. He was fine. He looked good in the tight white linen shirt, and the tight black pants that rode up his ass and showed off his now 8” soft cock to the best advantage. His aching balls looked real big too, covered over in his pants. Probably the fabric wrapped around them made them look bigger. Fortunately Manny only had about an hour left on shift, cause he sure didn't feel like working. He kept pulling down his shirt sleeves. They rode up too tight on his wrists, actually his forearms. That was weird, he knew that when he was given this shirt it was way loose for him. He'd asked for a smaller size, but they hadn't had any, so he'd just worn this one. His pants too were tighter, and not just in the crotch. He noticed that he was riding higher in the inseam, and his pants were probably 3” short on him. He realized that he'd probably shrunken his clothes in the laundry.

“Hey stud!!!” Manny whirled. “Looking good Manuel!!!”

“Thanks, Jeremy!” Jeremy was a hot young bellhop and working part time through the summer for some extra money. He'd only been on the job for a couple weeks, but Manny liked Jeremy. He was fun and clever, even if he was just a cute little stallion, without any muscle. “I shrunk my clothes in the laundry!”

“You sure did!!! Jeremy looked over Manny. “You should have shrunk those sooner! You were hiding your best attributes!” Jeremy slapped Manny in the ass, causing him to jump. As he did, his cock and balls really stood out. “Holy….!! You doing anything after we.. get… off?”

“Yeah, Jeremy, I'm doing you!! In the locker room!!” Manny found himself leering at the short young stud. Jeremy had light brown hair and blue eyes, with pleasant, regular features and a hot smile and cute round ears and dimples when he smiled. He still only had baby fuzz on his chin, Manny wondered if he'd ever shave. Manny liked Jeremy, and suddenly liked him a lot.

There was a small flurry of work activity, and the next hour passed with nothing but Manny starting to feel like his pants were going to strangle his cock.

He and Jeremy hurried it to the locker room. Jeremy took a lock off a locker and locked the door to the shower room. The other bellhops knew this was a sign to stay out, and the other hotel staff was on shift for another 4 hours.

Manny ran his fingers through Jeremy's hair, and kissed him. Then he reached down and unzipped his pants and slid down his pants with a sigh. His cock sprang forth and his balls dropped. Manny gasped. His cock was 10” in length, soft. His balls were huge ripe lemons and filled his sack. This caused his huge soft penis to arch out, over and down his stuffed scrotum. His balls had doubled in size and his penis grown 2” in length soft in just one hour. He stripped off his shirt and gaped. He was definitely much more muscular. What had Jack said? “I want you bigger and bigger and bigger. I want you bigger all over!” Manny realized he was still growing as Jack had commanded him. He shivered, posing in the mirror.

“Wow Manny!!! You want to fuck my ass?” Jeremy had stripped. He was just a youth, but he had a nice little ass. Manny wanted Jack, but Jeremy was here. And he was hard in seconds, his cock leaping up to a length of 16” and a thickness of 3 1/2 inches. He got down on his hands and knees and begged Manny with his eyes. That was all it took. As Manny approached Jeremy he looked at himself in the mirror. He could see his body getting more and more muscular. His delts were swelling visibly and his biceps were already 18”. He'd never be able to put on his hotel uniform again. Manny loved the look of his hot smooth latin chest, his dark nipples oversized now, his masculine aspects increasing and increasing.

Jeremy took his huge cock surprisingly easy. He seemed to enjoy it immensely as it slid inside his ass. His tight ass felt hot and good on Manny's cock. “I'm going to ruin you for any other man, Jeremy. I'm going to split you in half or drown you in my cum!” Jeremy moaned in pleasure as the Latin stallion shoved his 16” cock in his ass all the way. Manny fucked his ass, thinking of Jack, hearing Jack's voice over and over commanding him bigger and bigger. He thought of Jack's huge muscle and wished Jeremy was as big as Jack. Hell, he wished he was much bigger than Jack. He wanted more and more muscle to fuck.

Jeremy started to moan as Manny fucked his ass. He started to buck with the force of Manny's thrusts. His muscle ass started to feel better and better to Manny. Suddenly Manny realized Jeremy really had a muscle ass… and that he was bucking and rocking harder and harder. Jeremy was getting bigger! Manny could see his limbs lengthening, his lats spreading and mounding wide, and his glutes swelling with muscle. It felt wonderful to Manny. “What!?” grunted Jeremy. He realized something was happening. Manny was too hot to stop now. He wrapped his arms around Jeremy's torso. Jeremy started to fight him as the growth of his muscles accelerated. Manny looked down and saw huge triceps growing even larger on Jeremy's arms. Jeremy's hands on the floor were visibly getting bigger. The best thing was that Jeremy's torso was growing even as Manny grabbed onto him. Manny's face was buried in Jeremy's hair, then suddenly in his expanding traps as his torso lengthened. Manny fought to keep his hands clasped around Jeremy, but Jeremy's expanding pectorals and lats forced his hands apart… in seconds he couldn't even touch his fingertips around Jeremy's torso. Manny kept hanging on as best he could, fucking Jeremy's growing muscle ass with his huge tool. Jeremy rolled over, fighting Manny. Manny felt ready to cum. He shot his load inside Jeremy's ass. He continued to shoot as Jeremy fought with him. Jeremy's strength was considerable, and getting greater by the second. If Jeremy hadn't been so confused Manny would have been thrown off much earlier. Finally Jeremy shook Manny off of his ass.

Manny was so hot by the muscle stud that he was still erect, and ready to go again. He started jerking himself off and watched as Jeremy climbed unsteadily to his feet. He was 6’8” tall if he was an inch. He was wider and more muscular than Jack due to his massive size. Manny shot again, spraying Jeremy's smooth enormously muscled chest with his cum.

“What the hell is going on?” Jeremy demanded to know. His voice was so hot Manny started cumming again, shooting spurts of cum out of his near empty balls.

Manny fell to his knees, his huge cock bouncing and dribbling, standing erect from his crotch, swooning with the sight of the youth transformed into a raging muscle stallion. “Everything I want!!” said Manny. Jeremy turned and looked at himself in the full mirror in the locker room. He was stunned with his massive size. He felt himself with his huge hands, feeling the thickness of his enormous biceps and pecs. His hair was hanging down onto his shoulders, thick and bushy. His blue eyes were electric with excitement.

“You did this to me?” asked Jeremy, his voice dynamic and reverberant in his massive muscle chest. Manny nodded.

“Just like Jack did this to me!” Manny gestured to his body and very obvious cock. As he spoke, his cock began to subside, but was still enormously huge, over 11” soft now. Manny's balls also stopped aching with expenditure.

“Man so that's what happened to me! How long does it last? Is it permanent?”

“I sure hope so!!!” Manny exclaimed. Jeremy laughed, low and deep in his massive chest.

Manny stood, recovered a bit.

“Me too, Manny. Especially that huge cock of yours!!”

“I'm still getting bigger and bigger!! Jack wanted me bigger and bigger and bigger!!!”

Jeremy studied Manny, while Manny looked at the huge muscle stallion, enormously huge but still so young, with scarcely any hair except his armpits and groin. Jeremy's cock was big, as suited his size, but nothing like Manny's. Manny obviously was most interested in muscle, Jeremy thought as he stared at Manny, and glanced at himself in the mirror. “…but I'll bet I know what Jack likes!!” he mused aloud, looking back to Manny's huge cock.

“What?” asked Manny.

“I was just thinking you're getting bigger still! You're bigger and bigger, but not yet bigger and bigger and bigger, obviously!!!”

Jeremy reached out and grabbed Manny's shoulder, feeling the deltoid with his huge hand that could easily palm a basketball. Manny was definitely still growing. Jeremy could feel the muscle swelling, growing, fighting the firm grip of his muscle hand.

“I am taller than I was, and more muscular.”

“Manny, look down!”

Manny looked down between his legs and saw his cock visibly growing longer, hanging lower. He grunted. He looked at his balls. They were the size of large oranges.

“Come on, Manny, we'd better shower,” said Jeremy.

“I'll give you a cum shower,” replied Manny.

“That's the best kind.”

Fred and Toby tumbled to the bed. Toby grabbed Fred's cock in his massive hands, although the size of Fred's cock made even the tough looking Italian muscle stud's meaty hands look like those of a small child.

Toby shivered with desire. He felt hot and imbued with a new raging sense of sexuality. He wanted Fred's cock in his ass, especially now that Fred was bigger than ever, but even more he realized that he wanted Fred's hot beautiful ass. He'd always been a bottom before, but now he felt the desire to dominate Fred, as completely handsome and sensual as he was.

Fred looked into Toby's eyes and Toby grabbed Fred's incredible ass, sliding his hand between the glutes. Fred nodded, swooning with desire, and rolled over onto his back.

Toby found that he now had a thick raging erection. His cock head was brutally massive. Toby easily picked up Fred's long muscled legs with his new muscle strength and flung Fred's legs over his own shoulders. He shoved his thick brutal devil cock deep between Fred's ass cheeks and Fred arched his back and moaned with pleasure. Toby grunted, his voice rumbling. His massive legs and ass pumped Fred hard. Fred moaned louder with increasing pleasure. Fred's huge massive cock was at half mast, flopping on his hot abs and pecs. Toby ground his hairy groin hard onto Fred's hot ass and Fred spasmed with hot erotic pleasure, unable to control his limbs. Toby's hot muscled bod shone with sweat and his hairy chest was glistening, the dark curly hair plastered to his massive pecs and abs.

“Fuck me harder you hot Italian muscle stallion!” Fred said. “Come on you huge Italian muscle punk!!! Fuck me more and more!!! Harder and Harder!!! Bigger and BIGGER!!!!! Show me hot its done by a real Italian STUD!!!”

At his words Toby felt his body turn to liquid fire. The amazing sensation burned into his brain. He felt himself changing, his mind expanding, his desires shifting. His body began to change too, muscle becoming denser and thicker. His cock became hard as steel and he began to pound Fred's hot perfect ass with his thick rod. Their eyes met and locked. Toby's green eyes locked onto Fred's blue eyes and an unspoken devotion flew between them. Toby's mind caught fire as he pounded Fred's ass, staring into Fred's perfect male model good looks.

Fred reached up and twisted Toby's nipples. Toby began to shoot hot fuck juice inside Fred. Fred writhed on the bed as Toby's huge hands gripped Fred's long powerful thighs with tremendous force.

Fred felt an orgasm shoot through his entire body, without cumming. He was orgasming with Toby. Suddenly, they both began to grow bigger, while their orgasm continued and Toby continued to fuck Fred's hot ass. Fred's cock began to swell and thicken on his abs, without getting harder at all. His cock lengthened several inches while Toby continued to cum and cum. Fred felt Toby's cock begin to thicken and grow longer inside his ass, and Toby's chest widened with renewed muscle growth… Toby's legs grew longer and more muscular, lifting Fred's ass higher off the bed. Fred could feel himself changing as Toby stared at his body. Fred grew more muscular, bigger, he could feel it happening to him, as a deep warm itch pulsed through his body. Toby began to swoon with the power flowing into him. Fred's orange sized testicles grew bigger and bigger, heavier in Fred's scrotum, now hanging off to the side of his cock. Fred could feel the weight in them.

Finally Toby ceased cumming, his now larger than ever body dripping with sweat. He leaned over Fred, his huge muscles quivering. Finally, he pulled out and flopped into an armchair, exhausted. He was devastated by the afterglow of a minutes long orgasm. Fred finally dropped off to sleep, as Toby passed out in the chair.


Part 3

“Wow!” exclaimed Manny. “I'm so fucking HORNY. I've never felt so fucking horny. I'm really horny. I think I'm too horny. All I can think about is fucking. All I want is to fuck. Have to fuck. And I want muscle. I used to think I was into muscle, but now I'm TOTALLY into muscle. You're so fucking huge now Jeremy. I love it. I really want you again dude!! I need you now!!!”

Jeremy looked a bit concerned at Manny's entreaties. “Don't you want to take it easy for a minute Manny??” He'd found an old muscle t and extra large shorts in the laundry and pulled them on after showering. Manny loved the way they stretched across his enormous muscle.

“No way Jeremy!!! Let's go again dude!!! I want you again!!” Manny paced back and forth rapidly, his still growing cock swinging as it grew longer and thicker, still soft. “I want you to WANT me!!! I want you to WANT me NOW!!!!”

Jeremy felt like a blow struck his chest at each moment Manny voiced his demands. He felt his muscle grow hot and pumped. Although he'd been sated a moment before, at Manny's demands he felt a rapidly increasing desire. Manny was still getting larger and more muscular, although Jeremy now stood 6' 8” tall, Manny was now about up to Jeremy's chin. And Manny's body was taking on the heavyweight bodybuilder physique of a smooth Latin stallion. He was definitely no longer the little man who'd braved Jack's hotel room door. Manny was a fucking hung stud with a real attitude and a major desire.

“I think Jack may have put too much of a demand on you Manny… or maybe you want what he wanted for you too much…” Jeremy found it hard to think as he became hornier and hornier.

“Is this too much???” Manny demanded. He grabbed his thick swinging cock and shook it at Jeremy. Manny was superhung now. His cock was growing past 13”, visibly lengthening, while still completely soft. And his cock was thicker than ever, a huge heavy thickness that promised immense size erect. His testicles were now huge swollen orange sized balls hanging in an oversized scrotum.

Manny suddenly stretched his arms high over his head, caught up by the powerful warm itch deep inside his muscle and bone. He grabbed one wrist with the other hand over his head and stretched, standing up on his toes and stretching towards the locker room ceiling. His muscles flexed as he was caught up in the vicious stretch. His lats widened, his biceps pumped, his quads and calves flexed, his pecs stuck out with increasing thickness, and as he was caught in the stretch he visibly grew well over an inch taller.

“Fuck yeah!!!” said Jeremy, in spite of his feelings of caution, which were quickly washed away by a wave of desire.

The stretch continued, as Manny grew yet another inch in height and his shoulders creaked as his carriage grew wider. He moaned a deep, satisfied sound as his muscle swelled larger … his delts growing to cannonballs, his traps mounding up on either side of his face, his neck getting thicker and thicker, his face changing as it lost all fat in his cheeks and became a hard, smooth, chiselled visage of hot gay masculinity and drop dead gorgeous male model looks. Manny's ass was a vision of hot smooth masculine butts, pumped and ready to be pumped. Finally the stretch stopped, and Manny dropped down onto his heels with an audible THUMP.

He stepped up to Jeremy. Manny was so much taller now that he was now up to Jeremy's eyes. Manny was staring directly at Jeremy's chin. Manny was now 6’4” tall.

He stepped up to Jeremy. Manny was so much taller now that he was now up to Jeremy's eyes. Manny was staring directly at Jeremy's chin. Manny was now 6’4” tall. “Hey, Jeremy!!” Manny grinned… “I'm getting bigger, maybe as big as you!!!!”

“You're much bigger, esp where it counts for me!!!”

“I love your huge muscle Jeremy!!! I want you even bigger!!!! I like you bigger than me!! You've got to stay bigger than me!!!!” With each demand Jeremy felt like he was catching fire… his caution slipped to the wind as he reached down and grabbed Manny's huge soft cock.

“You gonna make me?”


Part 4

Jeremy felt the enormous soft cock twist in his grip, throbbing and swelling. The next moment he was down on his knees, sucking on the huge head of Manny's cock, grabbing with both hands on Manny's huge testicles, grinding his smooth muscle pecs under the tight muscle t against Manny's thick muscular legs and grabbing and feeling up Manny's hot smooth muscle ass. His thick long tongue wrapped around the enormous shaft of Manny's cock, as it swelled thicker and thicker, growing longer and longer, until it stood out massively from Manny's hot groin. After a few moments Manny helped Jeremy up to his feet. Manny was now almost as tall as Jeremy, only about an inch shorter than the muscle god. Manny put Jeremy down on his back, and Jeremy squirmed with pleasure at the thought of what was going to happen next. Jeremy was still just a youth, despite his size, musculature, and masculine development. “Oh yeah!!” Jeremy trembled as Manny lifted his huge cockhead to Jeremy's huge muscle ass. Manny pulled the large but very tightly stretched shorts down to expose Jeremy's huge muscle ass. Precum was flowing freely from Manny's oversized tool and he shoved his cock deep into Jeremy. The enormous size was incredible to Jeremy. He gasped at the intense pleasure he was feeling as his ass accomodated the gigantic cock.

“Come on Muscle Stud!” Manny said. “Show me your stuff!! Show me a real big man! I want your muscle BIGGER and BIGGER and BIGGER and BIGGER!”

Jeremy's muscles caught fire and he felt the intense warm itching sensation return to his body again. He knew that he was growing again. Several hours earlier he'd only been 5’9” tall on a good day, now he was 11” taller than that, and who knew how big he'd be when Manny was finished with him?

The truth is that Jeremy didn't care about consequences with Manny's huge cock in his ass. All Jeremy thought about was the enormous size of Manny's cock and balls, and how much he wanted Manny's huge cock… Jeremy also wanted to keep Manny's interest, and he knew that he needed to be muscular to do that. “Oh yeah Manny!! Manny you're so big!! Come on and fuck this big muscle stud!!!! Make me grow with your huge cock stud!! Dominate my muscle and make me grow!! Make me BIG Manny!!! Come on you elephant hung fucker make my muscle grow!!!”

Manny was lost in the throes of fucking and pounding Jeremy's ass. He actually looked as muscular and tall as Jeremy was now. Jeremy realized Manny was bigger than he was…!!!! Manny was fucking enormous!!! Jeremy stared at Manny as Manny suddenly realized how hugely muscled he'd become. How tall he was. Manny was perfectly proportioned for a muscle god. Every proportion on his body was massively muscled and throbbing with masculine power and virility. His abs were massive slabs of muscle fighting and flexing under his tight belly. His arms were hugely thick, his flaring lats thick as sides of beef. His delts were as big as soccer balls. He was a smooth Latin machismo.. a muscled handsome stallion whose gaze was obscenely inviting.

As their eyes met and Manny realized how enormous he'd become, a sort of spark passed between the two musclemen. Jeremy felt his muscles set afire. He heard ripping fabric as his muscle t shredded to rags in seconds, his growing pecs bursting through as the shirt continued to tear down the sides. Jeremy began to grow faster, thicker, taller… growing and growing in moments… still impaled as Manny began to cum in his ass, growing and growing. For over 2 minutes Manny pumped his cum through his superhuman cock and into Jeremy's ass. Manny was able to keep pumping a full load for the entire time he was cumming, since his testicles were now so inhumanly oversized.

Jeremy looked down as the intense orgasm subsided. Manny looked short again, compared to Jeremy. “Ummm !!!” said Manny. “MUSCLE!”

Manny pulled his cock out of Jeremy's ass with a plop… Cum splattered on the floor and splashed as Manny's now softening cock hung hugely limp like a huge beef log arcing out over and down Manny's huge testicles, which were still large but much smaller than they'd been a moment before. Now they were only the size of large oranges. As Jeremy watched, however, they were already rapidly swelling. Manny's muscled body glistened with sweat and cum, and already the panting exertion that he'd felt was subsiding.

Jeremy knew that within moments Manny would be an even greater sexual predator than before. He thought that he should be scared of that, but even as the thought occurred to him it slipped away as the energy coursing through his body made him horny again, just seconds after a full two minute orgasm. His own body was still growing, although at a reduced rate. He staggered to his feet and looked down on Manny.

Jeremy shivered, his now much taller body warm with itching growing feelings. Jeremy stood head and shoulders over Manny now. Jeremy was still growing taller too, from 6’8” of a few moments ago to 7’6” now… but he was still growing, Jeremy could feel he was growing bigger. He flexed an incredibly huge bicep, and pushed down on it with his other hand. The pumped muscle receeded under the pressure of his grip, the pressure feeling hot and good, almost burning in an odd way. As he let up, the muscled bicep sprang back to its full size, then swelled visibly larger, his body growing more and more muscle to absolutely fill his expanding frame. He pressed on his pecs with both palms, and they burned and sprang out even larger.

“So fucking HOT!” exclaimed Manny.

“Look who's talking!!!” said Jeremy, his voice now a deep, resonant bass rumbling pleasantly in his massive muscle torso.. Jeremy stared at the incredibly enormous genitals on Manny, his new lover.

Manny's testicles were still visibly swelling, and his gargantuan cock, although now soft, was well over 16 inches in length. And his thickness soft was so great it was as if he was still fully erect in thickness. In fact, the width of his cock was over 4 inches. It was completely obscene, although Manny was soft. Manny turned and looked at himself in the mirror, and smiled as his expanding balls pushed up under his cock and thrust it forward so it hung out in an arc, hanging well away from his huge muscled thighs. Manny noticed that his foreskin seemed to have regenerated, as his huge cock head was now surrounded by an enormous foreskin.

“Watch this!!!” said Jeremy. He posed a most muscular in the mirror, tensing every muscle in his body until they burned like fire, standing out in huge relief on his massive body. Finally he relaxed the pose, and his muscles rapidly inflated LARGER than before… and he grew taller and taller to 7’8” in height.

Similarly to Manny's stretch, Jeremy suddenly bent over and grabbed his ankles, stretching, his massive muscle buttocks sticking up in the air. Jeremy was caught in the stretch. Manny watched as Jeremy's lengthening legs pushed his buttocks higher and higher. Jeremy's glutes mounded with growing muscle. His ribs creaked and made snapping sounds as his torso expanded. His shoulders widened and thickened as the growth stretch took him fully.

Jeremy groaned, a deep rumble in his chest, as his skin grew, stretched across over his new muscle. Jeremy's complexion was perfect, his skin completely renewed and youthful. His lats grew thicker and thicker and thicker, mounding across his muscled back. Finally Jeremy relaxed and stood up. His ass stuck out far in back, a perfect muscle butt. His legs were enormous, long, thick and perfectly massive. His shoulders and lats were enormous, his huge arms hanging like a gorilla's. His torso was a wide deep V, incredible.

Jeremy shook all over, and his pecs ballooned with swift growth, fighting for space on the wide canvas of his chest. Finally they settled in, straining with pumped hardness, quivering. His nipples were 2 1/2 inches wide, and his nipples stuck out 1 1/2 inches, a sensitive set of bitch tits begging for Manny's tongue action. Manny realized he was literally drooling.

Jeremy's abdominal muscles were inhumanly developed, gargantuan, tight, sexy and strong as anchor chain.

Jeremy strutted in front of the mirror, insanely developed and now a full 7' 11” tall stallion. His dynamically balanced body was a sensual invitation to any stud.

Fred woke up slowly. The darkening light filtering in through the window shades told him it was almost evening. The curtains blew in the evening breeze, and Fred felt the gentle caress of the cooling air as it touched his naked chest. Fred was halfway wrapped in a thin sheet, covered from the waist down. The fabric rubbed softly on his skin, warmly contoured to his muscles.

Toby was gone, the armchair cushion still depressed from the musclestud sleeping in it. The air was steamy and Fred realized that Toby had showered before leaving. Through the open door Fred could see there was a note taped to the steamed over bathroom mirror, with a large heart drawn around the note by Toby's finger trailing on the wet surface of the glass.

As comfortably sated as Fred felt, in a moment he realized he was becoming completely awake. Fred was very rested, feeling fine. He didn't have his usual afternoon nap headache, and there was no sensation of bruising anywhere on his body, except a tired lingering muscle ache which told Fred that he'd definitely had a hot time with the absent Italian biker stallion Toby. It felt good to know that he could still feel that tired, at least.

Fred stretched and yawned, his hands pushing against the headboard and sliding his body downward until his lower legs were hanging over the edge of the bed. Then he slid off the bed completely onto the floor, wrapped in the bedsheet. He rubbed his face, and felt the wonderful even features of his new face, the skin smooth and strong, unblemished. He held his strong, large, long fingered hands in front of his face and looked at them with clear sighted blue eyes. They were handsome. Fred smiled, bathing in the delicious glow of feeling that even his hands were attractively seductive now.

Fred stood, looking into the mirror. He dropped the sheet. Again, he'd changed. He'd known it would continue, somehow, this time. He didn't even gasp although he was startlingly different. His height was increased dramatically, from 6’1” in height to over 6’6” in height, he estimated from his now loftier viewpoint. And the increase was all in his legs, he could tell. His arms were a lot longer now too, to balance the proportion of his incredibly long yet totally muscular legs. His arms were also carrying a lot more muscle, and his torso was dramatically V shaped. His deltoids were much bigger, but his shoulders were wider too, it wasn't just the increase in deltoid size, his bones were actually longer, his rib cage wider.

His eyes searched out his body, looking everywhere but at the most obvious part of his body. Finally, reluctantly almost, his eyes settled on his huge genitals. His cock, soft, hung 17 inches, probably more, perhaps even 18 or 19 inches. His cock head was like a huge fist, it was so large. The width of his cock was over 4 inches, as much as 5 inches at the widest. Fred couldn't tell how huge he'd really become, as his increased height and extra long legs now made everything off from the normal proportions he was used to. And his pubic hair was now an enormous thick curly chestnut brown tangled jungle of lust, spread across his lower abdomen almost up to his belly button.

Fred felt an unusual sensation creep over him. His body was a magnificent lustful construct of his deepest desires now. His enormous testicles, a testament to his studliness, hung 12” down in his scrotum, each a ripe melon over 6” in width. They were huge, hairy, and bestial. The unusual sensation grew and grew. Fred couldn't identify what he was feeling, until the sensation was overpoweringly prevalent. Fred was in love with his body for the first time in his life. He was incredibly turned on by his body, by this stunning supermodel of a hung stud that he was now. He knew that he was feeling something new to him, that as a geeky little guy he'd never felt turned on by his own body. Now he knew differently. Now he felt differently. Fred grabbed his nipples, twisting them gently. The sensation was electric, like a lightning bolt shooting through his nipples and down through his abs.

His enormous cock started to become erect, quickly growing longer and longer, blood filling his engorging cock… His cock was now so large that his cock head swelled quickly with the weight of his engorged cock. As his cock became erect and heavier, it stretched longer, his half hard cock swollen and thick headed, with a decidedly more erect form at the lower end of the massive member than the top. In a moment, however, his shaft evened out as his cock became more engorged. In a moment, his cock appeared erect, now still hanging down straight between his legs, lower than his knees even on his extra long legs by about 8-10”.

Then Fred felt the sensation of erection spread from his hot groin throughout his thick muscled abs and pecs and incredible bubble butt and legs. The tip of his cock began to turn upwards, and then his cock began to lift itself erect, Fred's now superstrong muscles cranking it erect like a huge crane. The sensation didn't hurt, it felt warm and hot and good. His strength could easily handle his huge size now, and quickly he was now completely erect, his cock bigger than ever. Still there was more to come.

His cock grew a few more inches, but began to become thicker and thicker, growing oddly out of proportion… His shaft at the bottom by his testicles grew thicker and thicker, inches thicker, while the top of his shaft ballooned up about the enormous cock head, almost threatening to engulf it like a foreskin. But finally then his cock head swelled, grew huge, the widening edges of the thick knobby head pushing back the swolled cockshaft until the growth finally stopped.

His huge cockhead sat atop an enormous erection, bigger than Fred had ever dreamed even in his wildest fantasy. And Fred loved it. All in all, the growth from soft to erect had taken less than 30 seconds. Fred was staggered by the size of his enormous erect cock, already leaking precum and even by itself slowly building to an inevitable climax. Fred licked his precum, his enormous tongue now over 12” in length wrapping around his cock and sucking on his huge erection. He reached down and hoisted a huge hairy testicle in each hand, and they drew up under his huge cock, and he spread his legs wide to accomodate their massive size between his muscle thighs.

His hands slid up to his cockshaft, and he was more sensative than ever, even with his massive size. He began to suck on his enormous cockhead, spreading his jaws as wide as possible. He looked into the mirror, and saw the incredible sight as he sucked himself off. This was selflove like he'd never known. He began to build to climax. His balls began to pump into his enormous cock, and he felt the hot load pump fiercely up his shaft, the load working up 4”, then 8”, then 12”, as he sucked harder and harder. Suddenly, his jaws opened wide and his cockhead slid completely into his mouth. 16”, then 20”, his load worked up his cock and then was passing 24”… seconds later Fred spewed into his own mouth. His reflex shoved his cock down his throat and he began to unload a massive load right down his own throat. He enjoyed a private, intense orgasm which lasted and lasted, for almost 5 full minutes. When he finished, he literally was hanging on his own massive cockshaft, weeping with an ecstasy of joy he'd never had. His body was still growing, changing, he could feel. Then his thoughts turned to Jack, his lover Jack, the musclestud that he loved more than anyone. He wanted to be with Jack, to show him, introduce him to the now complete Fred, the Fred who liked himself.

His cock quickly grew flaccid, and he stood. He was now 6' 10” tall, all of him legs, arms, and muscled torso, and that fortunately made his enormous cock at least jokingly proportional to his body, as outsized as it was. He looked into his eyes in the mirror, and liked the man he saw there.


Part 5

The Hotel room was darkening, as the sun was setting outside. Toby let himself into the room with his access key. He'd managed to find some huge old torn Levis that he'd squeezed into, and in moments they'd worn and conformed to fit his muscled Italian body. His cock made a huge wicked lump under the thin cotton blue fabric. He'd pulled on a large t shirt, now already stretched and torn, and a pair of old leather work boots. Best of all he'd found an old torn leather jacket that was in the lost and found, that no one had ever wanted or picked up. It fit him like a glove.

Toby stood for a moment, looking at the sleeping figure on the bed. Then he flicked on the light switch. Jack lay for a moment, then started, not waking.

His body was changing, but growing and shrinking both, morphing in size and appearance. Toby stepped forward, concerned, and saw that Jack's eyes were unresponsive. He almost appeared to be having an epileptic fit of some kind.

Just then, the motion of Jack's limbs subsided, and the size of his limbs quickly reduced.

In seconds, Toby was looking at a different Jack. Not the youth of that morning, but a young man, appearing to be in his early 20's, with a strong build and a shocklingly handsome face. He was an angelic adonis, designed as if by Michelangelo, but his muscle size was much reduced.

Jack woke suddenly. He smiled up at Toby. “Hello! Who are you?”

“It's me, Jack…! I'm Toby!”

“Toby! I see you and Fred had some fun!”

The sudden wide grin set Toby's mind at ease.

“Yeah, Jack, a lot of fun… but you've changed!!”

Jack sat up and looked at himself. Toby expected him to be disappointed with the loss of muscle size, but Jack merely jumped out of bed and stood looking in the mirror. His chest and body was much less hairy, almost smooth, and his youth and vigor was astounding. He moved with a grace that was unconciously seductive. Even standing, his pose was enticing to the extreme.

He was like a statue of a Greek god. “More changes!” Jack shook his head.

“Why am I even surprised! I like it though!”

“Yeah, but your muscle is mostly gone, Dude!”

Jack flexed a bicep. It was very sexy, larger perhaps than most, but still very ordinary. But there was something about Jack… something almost too perfect, too handsome… Toby shivered. Jack was so sexy, that in spite of his now much more normal size, he was even more attractive than ever.

Jack picked up the shorts he'd been wearing before sleeping and stepped into them. They were stretched and much too large for Jack now. Jack laughed and pulled open a drawer, pulling out a pair of boxer cut Calvin Kleins. He pulled them on and they fit him very snug. Tight, revealing, and hot. Jack looked even better with the shorts on and his still considerable genitals making a big bulge in them. Toby loved the white fabric, and the way it suggested the contour of his cock and balls packed under the stretchy fabric.

Toby walked up to Jack. “But what happened, Jack? Why did your muscles shrink?”

“Don't know stud…! But I think I'm still ahead of this morning!” Indeed, Jack was huge compared to this morning, standing now at 6' tall. Toby looked down at Jack. Jack was staring at Toby's Pecs… almost level with Jack's eyes. Jack felt a pressure on his Calvins. He glanced down and saw Toby's thick wicked looking cock pressing against the white cotton stretched thin over Jack's package. Toby's cock had slipped through the torn fabric of his jeans, and was rapidly swelling to a frightening erection.

“I see that Fred has really given you something to write home about!!”

“Yeah! But I want to keep it! What if I shrink like you?”

“Well, we can always have some fun with Fred again!”

“Would that work?”

“I imagine it might!” Jack laughed. “I know I should worry but I feel so good!!!”

“You look really good Jack! Almost too good! You're still so fucking hot!”

Jack paused then and looked at himself in the mirror. “You're right…! But its strange… almost as if…” he smiled bemusedly, then shook his head.

“As if What?” demanded Toby.

“As if I've gone to another level! Look at me… I'm still hunky, still muscled, still hung, but nothing extraordinary, really…! You could go out on the beach and find a lot of taller, bigger, more muscled studs… And my cock and balls are big, but not rediculously huge like they were…!”

“Yeah but you are SO HOT!”

“I know I am… I feel it too… but more self assured, more in control… It's like… I've gone on to another level… I don't think I'll ever be afraid of.. or… without self confidence again! Do you feel like that?”

Toby dropped his eyes… “No, I still… part of me still feels like the little boy Toby who had to seduce men with blow jobs in the shower!”

“I remember a different Jack, who had to pump iron to build himself up… to cover his insecurities… I had to pump to grow… to get men, to try and make myself more manly. Because I'm gay. I was always ashamed! But not now. Not ever again!” Jack's voice rang out loudly in the hotel room.

Jack looked at Toby, his eyes flashing with fire. Toby, now a dominant top, felt his heart melt. He dropped to his knees in front of Jack. As he did, his 501's tore out at the knees and across his buttocks. His huge devil cock was throbbingly erect. Toby felt his desires melt, although he was now a huge black-haired Italian fuck machine, he felt again like that little boy in the showers.

“I want to suck your cock, Jack! I want you so bad! I want you to fuck my ass, I want to service you…! I need you so badly!! I have to have you!! Please!” Toby felt his deep voice begin to break.

Jack looked at him in astonishment, then reached down, tilted up Toby's chin and passionately kissed the hot stallion, their tongues melting together, mingled with the salty taste of Toby's tears running down his cheeks. Toby's thick stubble scratched Jack's mouth as their tongues wrestled. In a moment, Toby's embarrassment faded as his passion caught the fire of Jack's sensuous kiss.

Toby broke the kiss and traveled down Jack's perfect torso, his skin so fine and clear without blemish, played for a moment with Jack's erect nipples, and then traveled down his abs to the white hem of Jack's boxer cut Calvins. With his teeth Toby caught the white cotton and with a single tearing snap tore the Calvin's completely off of Jack. Jack's cock and balls, so perfectly formed, dropped before Toby. Jack gasped, once, as Toby took him in his mouth and he quickly became erect. Toby's cock throbbed and pulsed in time with Jack's rythmic thrusts deep into Toby's throat.

Jack felt the tip of his cock sliding deep into Toby's throat—the sensation was electrifying. Toby seemed to be lost in ecstacy. Jack imagined Toby's body getting bigger, more muscular. Despite his new-found self realization, Jack was still a muscle freak. Jack could feel Toby's sensation—he could feel Toby's hot hairy chest, he could feel his own cock in Toby's throat—or was it Toby's cock in his throat?? He could feel his huge hot devil cock exploding with jism just as the cock in his throat shot a load of fuck juice deep into his hairy muscled torso. His muscles were huge, throbbing with power. He opened his eyes and looked up at the hunky blonde haired green eyed stallion whose cock was still down his throat.

As he regained his senses from the hot orgasm, Jack realized that—incredible as it seemed, he had switched bodies with Toby. Jack was now in Toby's body, and—Jack presumed from the look on his—Toby's?—face, that Toby was realizing the same thing! “What the Fuck!!!” Toby said—with Jack's former voice—hot, liltingly sensual.

Jack staggered to his feet. His body—his new body, was massively muscled, hairy, hung with bigger balls than even his earlier incarnation, a longer dick, and he felt different. He was hugely muscular, as before, but with a harder, deeper edge to himself. He knew that it was the feeling of inhabiting Toby's former body that was driving his new sensation.

“Fuck! Oh My God!” Jack exclaimed, with a now deep, rumbling bass voice. And then he felt his stomach start to get warm, a glow spreading outward. His heart started to pump faster, more powerfully. And his new body began to grow more muscular and powerful at a very fast rate. His pecs grew bigger, thicker, hairier—And his cock quickly grew to full mast and then began to grow further. The levi's 501's shredded and tore off his body. His t-shirt stretched and shredded across his chest, and he felt his libido catch fire.

He stepped up to the handsome blonde angel in front of him. In seconds his growing height made him loom taller and taller over Toby. He leaned down and stuck his growing tongue deep into Toby's sweet mouth.


Part 6

“Fuck! Oh My God!” Jack exclaimed, with a now deep, rumbling bass voice. And then he felt his stomach start to get warm, a glow spreading outward. His heart started to pump faster, more powerfully. And his new body began to grow more muscular and powerful at a very fast rate. His pecs grew bigger, thicker, hairier—And his cock quickly grew to full mast and then began to grow further. The levi’s 501’s shredded and tore off his body. His t shirt stretched and shredded across his chest, and he felt his libido catch fire. He stepped up to the handsome blonde angel in front of him. In seconds his growing height made him loom taller and taller over Toby. He leaned down and stuck his growing tongue deep into Toby’s sweet mouth.

Toby- the Toby now inhabiting Jack’s blonde body… felt an enormous rise in his libido as he was kissed… his cock sprung erect, and he stared at Jack in his body… realizing that Jack was growing huger and huger… more and more humongous. In seconds Jack had to pick up Toby to keep kissing him as he grew taller and taller. Toby was crushed against Jack’s hairy muscled Italian musclegod stallion chest.

It was only seconds later that Toby felt his feet leave the floor… After Jack finished kissing Toby, he tossed Toby down on the bed. Toby bounced once, then stared at Jacks cock. Jack grunted and posed a most muscular, his growing muscles swelling and swelling. His cock grew thicker by inches, and longer and longer. Toby gasped. Jack grabbed Toby’s legs and shoved his still growing cock into Toby’s ass.

Toby cried out as his ass was stretched to the limit. Jack pumped the massive cock rising from his hairy crotch deep into Toby. Toby writhed and thrashed on the bed. Jack grunted like an animal, fucking Toby like an animal. Toby felt his body protesting the huge cock up his ass, and yet he started to orgasm and thrash more violently as Jack began to shoot HUGE loads into his ass. Toby felt the room spinning as the cock up his ass became the center of his universe. Toby felt the cock growing bigger and bigger. He felt the heavy balls in the oversized scrotum growing bigger and heavier, sliding down his ass as they grew. Toby felt Jack’s huge muscles roiling against his body. Toby felt the cock pumping as he shot. Toby became the cock, his cock and Jack’s huge monster merging, growing larger and larger, shooting and shooting and losing all reason with the intensity of the orgasm. Toby felt his huge hairy muscles quivering, pumped, hard and intense. He pulled his cock from Jack’s ass as Jack groaned with relief. Suddenly he stopped. He realized that he’d switched back into his own body…

Toby was now the huge hung Italian muscle stud again- and Jack was the blonde stud writhing on the bed. Toby looked up at the mirror over the dresser. He was ENORMOUS. “Fuck!” he exclaimed. “What the hell did you do to me Jack????”

6 parts 25k words Added Jul 2002 34k views (#260) 4.8 stars (12 votes)

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