Jordan was wearing his usual gym attire as well. Since he had always been a fan of gym gear, he liked showing himself off to others too. He had always liked to wear a brand new white wife-beater, as well as a pair of blue spandex full-length tights. As sexy as he was feeling after his hot session with Jeff, this seemed to be the perfect outfit for him today.

As the two studs passed the front desk, they both smiled and waved to Scott. Scott was an aspiring Olympic gymnast, who worked part-time at the gym to earn the money he needed for his next bid to make the US Olympic team. He was also heavily into watching the hot muscle boys that graced the gym with their presence. There was nothing he liked better than watching a hot stud in tight shorts go through a workout routine...except for maybe putting that same hot stud through his own workout!!! As Jeff and Jordan walked by, Scott caught just a glimpse of the two. Something definitely caught his eye with Jeff, though. He noticed how different he seemed to look today. Scott had always thought that Jeff was attractive, but today there was something strangely different about him. Scott just brushed it off as his being overly horny today, and went back to thumbing through the pages of his new International Male catalog.

The gym did not seem very crowded today...usually there were plenty of people at this time of day, Jeff thought. "Just as well, though," he mused "with this new found body of mine, I'm liable to cause a mob scene when I start showing off!" Jeff was eager to start his lifting routine, but Jordan convinced him to start off with some stretches to loosen up the tightness of Jeff's new muscles. Reluctantly, he agreed, and the two guys headed off to the stretching mats to start their workout. As Jeff followed along behind Jordan, he couldn't help but think to himself that he wished his buddy could experience the amazing feeling that his serum-induced growth had given him. As that thought popped into Jeff's head, Jordan felt a slight shockwave travel throughout his body, giving him a strange burst of energy and sexual excitement. "Wow, where did that come from," he thought to himself.

As they worked through their stretching routine, Jeff kept thinking back to the amazing changes that his new serum had caused him. He thought to himself that he should find out how to bottle this stuff and sell it to the other muscle heads at the gym.

"Man, that stuff has really got you distracted today," Jordan interrupted Jeff's daydreaming.

"Can you blame me?" Jeff answered back, shaking off the haze of his thoughts. "I've just discovered a way to completely change my body, and all I can think of is the hundreds of things that I want to experiment with! There is a whole world of possibilities out there, you know."

"Well, we can go back to your apartment and try out all of those possibilities after we finish up our workout here. Even though you can make yourself into anything you want now, I still have to get muscles 'the old fashioned way'."

"Geez, Jordan, I really wish that you could experience this feeling. Especially when my cock started growing...It was an AMAZING sensation. In fact that was the best part! You should feel what its like to watch your cock grow until it dangle's on the floor! You wouldn't believe it!"

Once again, a shockwave ran through Jordan's body as he sat on the mats stretching his calves, catching him off guard. "YOW!" he yelped. "There must be a lot of static electricity in this place today. I keep getting shocked. Anyway, I was hoping that you would be able to give me some of your 'secret formula' when we get back to your place so that I CAN find out what it feels like. I would love to have a massive tool like you had earlier."

Jeff looked over at his hot little friend stretching in his hot spandex, and imagined his cock growing very slowly in his tights. "If only I had saved more of the serum," he thought to himself, "I would love to give him his wish and give him a cock so massive he wouldn't be able to walk!"

Another shock hit Jordan, but this one seemed to center itself in his groin, rather than throughout his whole body! As he felt his dick start to come to life, he decided that he better start his regular lifting routine, before he let his mind run away with him. He didn't mind sporting a little wood, but he wanted to get in a good lift today, and wanted to maintain his focus for now. There would be plenty of time for play later, he thought.

Jordan and Jeff got up from the mats, and headed over to the weight benches. "How about starting with some bench presses Jeff? I'd like to focus on my pecs today."

"Sure thing Jordan, you go ahead. I'll spot you. By the way, don't look now, but my new body must be having its effect on you again. I see you've got a little bulge starting there."

Jordan looked at his profile in the mirror, and smiled. He always thought that a guy looked so sexy when he was sporting a nice bulge in his tights. He admired himself for a second more, than laid down on the bench. "Yeah, you are looking pretty hot with the new body in that outfit," Jordan shot back, "just don't get too big of a head about it. Someday soon, I'll be looking just as hot as you are."

"You're already well on your way," Jeff thought to himself.

As Jeff loaded up the weights on the bar, Jordan started to prepare himself mentally for his pec workout. He loved this part of his workout, and he always tried to lose himself in concentrating on that part of his body. He thought that if he devoted all of his attention to focusing on his pecs, he somehow was better able to concentrate the effects of his lifting on them. He started to put himself into his trance-like state, blocking out more and more of the world around him, and focusing deeper and deeper on developing his pecs.

After Jeff finished loading up the bar, he helped Jordan lift it off of the rests, and start his routine. Jeff was used to Jordan's method, and knew that he shouldn't talk to him, and interrupt his concentration. So he just stood there and took the opportunity to look around the gym and admire the scenery. There were some hot guys around today, but nothing really struck him. For some reason, his attention was drawn back to his buddy Jordan.

As Jordan continued along on his routine, Jeff glanced over his friendÕs body. "Damn," he thought, "he sure does look good in those tights! And man, he seems to really be packing a lot in the crotch tonight. I don't think I've ever seen him bulge this much. He must really be into this workout."

Suddenly, a movement under Jordan's spandex covered crotch caught Jeff's eye. As he focused in on his bulge again, Jeff noticed that Jordan's cock seemed to be growing, ever so slowly, down the length of his inner thigh. "That's strange," Jeff thought, "it doesn't seem to be getting hard...it just seems to be growing."

Through the tightness of Jordan's spandex, the cockhead was clearly, and visibly, starting to inch down his inner thigh, toward his knee. Of course, Jordan was so caught up in his workout that he didn't even notice this strange growth. He just kept his focus on his pecs, and kept bench-pressing away!

By this time, Jeff was totally engrossed in watching his friends cock continue its growth. "This is amazing," he thought. Jordan's dick had swelled up to what Jeff had estimated to be about five inches around, and was very near his knee at this point. The sight of his friends cock bulging through his blue tights, cause Jeff to start to get excited. It looked to him like it was just going to keep getting bigger, without any sign of stopping. Jeff decided that he better interrupt his buddy, and get him to go somewhere a little more private, until this unexpected growth came to an end. Jeff didn't know what was causing this, but he knew that if this kept up, his friend was going to be having some serious troubles at any minute.

"Hey Jordan", Jeff interrupted the workout. Jordan, deep in his trance, just ignored his friend and kept lifting. Jeff took another glance down at his friendÕs lower body, and noticed that his cock had now stretched almost the full length of his inner thigh to his knee, and had swelled up to about 8 inches around. The huge long tube of flesh in his friendÕs tights was quickly approaching the obscene point.

"Jordan. HEY! Snap out of it man...you've got...I mean...your dick. ITS HUGE!!!"

"Damnit Jeff. I know that you're horny and all, and your new body has you all excited, but I'm trying to concentrate and workout here."

"Would you stop bitching, and look at your fucking dick, dude!" Jeff snapped at him. "Something weird is happening, and you're goanna have a real problem here really soon!"

Jordan slammed the bar back down to the benchrests, and sat up on the bench. As he did, he noticed for the first time how tight his spandex pants felt on him. He also noticed how sensitive his dick was feeling. When he looked down at the massive tool under his tights, he almost fainted.

"Holy shit, dude! What in the hell is going on? My dick.... its HUGE!", he shouted. The commotion of these two had attracted Scott's attention, who had just happened to be passing through to grab a bottle of water out of the back room. When he looked over at Jordan, he saw the huge mound of dick under his spandex tights. He almost dropped the bottle on the floor; he was so shocked.

"Jeff, what's happening to me? What is going on with my dick?"

"Jordan, I'm not really sure. I pretty sure, though, that it must have had something to do with the serum I took, and my cum that you swallowed. We had better get you into the locker room before that dick of yours gets any bigger than it already is, though!"

Jordan tried to stand up, but was having trouble rising up off of the bench. His dick had become so big encased in the tight spandex, that it was now past his knee, and was forcing him to keep his left leg straight. Thankfully, Jordan thought, there weren't many people around to see this. With Jeff's help, he limped off into the locker room, where he quickly found a bench to lay down on, and let his leg go out straight. Quietly, Scott had followed them into the locker room, and was hiding himself behind the end of a row of lockers and watching what was happening to this hot stud.

As Jeff stood nearby, Jordan watched in amazement and slight discomfort, as his dick continued its growth. By the time they had made it to the locker room, it had grown to about 10" around, and sprawled down 2-3 inches past his knee. Jordan couldn't help but think of the "third leg" jokes that he had heard in the past, and compare his own, new third leg. He couldn't believe that the spandex hadn't burst open at the seams yet, but this pair seemed to be particularly well-made, and just stretched out more and more to accommodate the growth of his cock.

His dick now reached down to his shin and was about 13" around. Jordan was beginning to get really concerned with this problem. How much bigger would it get? How was he going to ever have a normal life with a dick this big? Would he ever be able to wear normal clothes again?

Jeff, who had been standing nearby mesmerized by this whole thing, suggested that Jordan try and take off his tights. Jordan struggled with them for a second, but eventually gave up and told Jeff that there was no way that he could ease them down his legs at this point. They would just have to wait it out, and see how big it got.

For the first time, Jordan noticed that the head of his giant cock was starting to poke out of the end of his left leg. His dick had reached a circumference that matched his leg, and he found that his leg was almost totally immobilized, due to the size of his new equipment. The growth seemed to stop lengthwise momentarily, as the dick itself just seemed to swell and puff itself up more and more.

"Can I touch it?" Jeff asked. "I guess so, its not like I'm going to be able to stop you anyway, " Jordan joked back. Jeff reached out and gingerly ran his hand down the length of the spandex covered flesh. "Oh my god, that feels good," Jordan responded. As Jeff continued to rub his hand up and down the length of it, something occurred to him. "Um, Jordan, I don't know how to tell you this, but...You're not even hard yet!"

"What?" Jordan screamed. "Holy shit. If this thing gets hard, I won't be able to move!!! How will I get home?"

And just as the thought crossed both of their minds, as if on cue, Jordan's cock started to get hard. "Oh god, Jeff, you better stand back. I'm afraid to see how big this is going to get when its hard."

"I don't think afraid is the word that I was thinking of Jordan. More like anxious, if you ask me!"

Scott, who had been watching all of this from around the corner with amazement, couldn't contain himself any longer. He came from behind the row of lockers and walked up to the immobilized Jordan with his jaw hanging wide open. "I..I...I...can't believe...how big.... its a MONSTER!" he stammered. Jeff and Jordan both looked up at him in surprise, having thought that they were the only two in the locker room at the time.

"Oh crap, Jeff. Someone else has seen me. What am I going to do now?"

"Don't worry. From the look on our friends face here, I don't think he's going to be going anywhere soon," Jeff said.

"No way man. Don't worry, I won't tell anybody. As long as you let me in on your secret!" Scott reassured them.

"Well, unfortunately, I'm not entirely sure what is causing this. I developed a serum that would give me the ability to morph my body into whatever I wanted, but Jordan didn't take any of it. The only thing I can think of is that he must have absorbed enough of the serum through my cum eariler, to have given his body the ability to change too. But why he changed without him knowing it, and why its only affecting his dick, is a big mystery."

"A VERY big mystery, I'd say" Scott said with a smile.

"Umm, guys, I hate to break up your science discussion, but I have a really big problem here. My dick is really getting hard here, and I don't know how to stop it! I don't even know if I want to stop it. It feels so hot, and so sexy having this big tool in these hot tights."

Jeff and Scott, who had gotten caught up in there conversation, turned their attention back to Jordan, and gasped. His dick, which was now poking out a good 10" beyond his foot, had definitely increased its size in girth, to about 20" around. The blood was definitely pumping into it at an amazing rate and the size increase was occurring much faster than it had been before.

"Oh man, this is so hot," Scott said, and then reached down and started rubbing the monster between Jordan's legs. "Mmmm, that feels amazing," Jordan moaned, "Don't stop." Jeff and Scott both started in rubbing up and down the length of the beast through JordanÕs tights. The feel of the spandex along his hot, massive flesh, was sending chills down his spine. Scott kneeled down at the end of Jordan's foot and began working the head of the huge dick with his tongue. Jeff continued to rub and lick the length of the cock through the tights. Jordan was near passing out with the combination of the amazing sensations he was feeling, and the amount of blood that now flowing into his dick.

Suddenly, Jeff got an idea. "Maybe if we can get him to cum, his dick will go back to a more manageable size, and then we can take him back to my place until we figure out what is happening." Scott agreed, and the two doubled their efforts to get this massive cock to explode its cum. Surprisingly, through all of this, Jordan's tights had not given in to the mass that was stretching them to the breaking point. If it got any bigger though, Jeff thought, there's no way they could withstand the pressure being put on them. Once again, as if on cue, Jordan's cock made a big jerk, and then started to expand its girth at an enormous rate. The tension was just too much for the thin, stretchy material, and it finally started to rip open. Jordan's dick burst out of the spandex prison that it had been encased in, and rose up to tower over the kneeling Jeff and Scott.

"Holy Shit, would you look at that," Scott screamed. Jordan, who had been too caught up in his own ecstasy to notice what had happened, just continued to lay back with a smile on his face. Jeff, who was beginning to put the pieces of this puzzle together, told Scott to come over, and hurry up and get Jordan off. As the two worked and worked the tower of meat, Jordan finally started to shudder as the coming explosion built up inside of him. He could feel his load moving higher and higher up his cock, until, in a brief moment of pure ecstasy and heaven, exploded his juices all over. His dick looked like a geyser as load, after load, sprayed out of his cock, and all over Jeff and Scott. Jeff, who had been really enjoying this, had allowed his body to morph back to its massive shape. He started stroking his massive dick at the sight of his buddies huge cock exploding all over the locker room. It wasn't long before he was shooting too. Scott, who was just in complete shock and heaven from all that he was taking a part in, leaned over and took Jeff's cock into his mouth. He sucked at it feverishly until Jeff finally gave in and released his load into Scott's warm throat. The three men were completely caught up in the throws of sexual release, for quite some time, basking in the afterglow of amazing sex and the enormous piles of cum that had erupted from Jordan's looming tower.

After Jeff finally came back to his senses, he thought back to his theory he had started to develop. "Jordan," he asked, "Did you wish yourself to have this huge dick?"

"You mean did I ever want a big dick? Of course I did. But I gave up on wishing for that year's ago!!!"

"No, No, I meant did you think about it at all when you were out in the gym before?"

"No, Jeff. Not at all. Why? What are you getting at?" Jordan asked.

"Well, I was feeling bad that you hadn't gotten a chance to change at all, like I did. And I had thought to myself that I wished you could experience it. I wished you could see what it's like to have a massive tool. And we can all see that you got MY wish!"

"So you're thinking that somehow you were able to morph Jordan's body by wishing?" Scott added.

"Yes. I think that he must have gotten the ability to morph from my cum, when he got me off earlier. But somehow, I was able to control his morphing, by my thoughts. Basically, I've developed the power to morph anyone's body who drinks my cum." Jeff said in an astounded fashion, realizing the power that he now possessed.

"You mean, since I just drank your cum," Scott questioned, "You can do anything you want to my body?"

"Oh yes, I can do ANYTHING I want!" Jeff grinned evilly.

"Well, as much as I like my new equipment, how about you do something to bring it back to a more reasonable size...at least until we can make it back to your apartment." Jordan said with an evil little smile of his own.

"Ok...I wish your cock was only 15" long," Jeff said out loud. Almost immediately, Jordan's cock started to shrink back and decrease in girth. "Hey! Why did you say 15" long? That is still going to be pretty noticeable you know!" Jordan snapped.

"I suggest you start being nicer in the way you talk to me, Jordan. That is unless you want a repeat of what just happened to you, to happen when youÕre in the middle of the supermarket!" Jeff shot back.

"No, no. You're right. I'm sorry. My body is at your command. And apparently, now Scott's is too!!!" Jordan apologized.

"Oh man. What are you going to do to me?" Scott asked with a worried expression on his face.

"Nothing here. And nothing that I can't undo later...if you behave! But first lets get out of here and get back to my place where we can really have some fun."

The three studs gathered up there things, each thinking of the possibilities that lay ahead for them. As they walked out the front door of the gym together, Jeff caught a glimpse of Scott's gymnast ass and thighs in the spandex shorts he was wearing. He couldn't help but think to himself he loved how that ass looked so well shaped and wondered how it could be anymore perfect. A slight shockwave ran through Scott's body, and as Jeff watched his ass, he could almost see it growing just a bit.... •