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?!!!" "Wow!" "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 I. 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 was 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 I 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,

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, he 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. •