The two had just finished the first day of day camp and were still in awe of their counselor, Dave. From the first moment they saw him, they were taken away by how muscular he was.

Dave was 6'3", probably about 250lbs - all muscle. He had long brown hair, which he kept tied in a neat pony tale. He had deep brown eyes too. But, Jason and Mark were not so taken by his eyes, as they were with his massive pecks. They protruded from his body, with sharp defining curves. His arms bulged. Under the cover of Dave's tight fitting T-shirt, his biceps looked like they had softballs were stuffed beneath them. He had massive forearms. He shoulders were very broad, and his back was strong too.

Jason and Mark had longed fantasized about becoming big muscle men too. They loved to watch wrestling, and they would pretend that they were the wrestlers. They were flex and pose in front of each other and then pounce and tussle about on the floor together. They were just 12 now, but they could foresee a day when they would look like Mark. Little did they know how soon that day would come.

Over the following days, Jason and Mark did everything they could to get to know Dave. They always volunteered to help out. They would clean up, get equipment - all sorts of things. On the fourth day of camp, the two stayed behind to help Dave clean up. It had been a particularly hot day, and Dave's already tight shirt clung even together to his hard body. After cleaning most of the mess up, Dave announced that he needed a shower, and he left the two boys to finish. He went into the nearby locker room, already stripping his shirt from his body.

"What do you think he looks like naked," Jason asked.

"I bet he has a huge cock," Mark replied.

They decided to find out. Slowly the two crept into the locker room. They slowly turned the corner to see their camp counselor naked in the shower. He massive body was almost totally hairless. They saw him only from behind at first. Dave's hair was down for the first time. The two boys stared in silent admiration of the stunning man they saw before them. His ass was tight and firm. His thighs were powerful and his caves were the size of footballs.

Then slowly, he turned. The boys moved back a little, so as not to be seen. But they still had a great glimpse. As water ran down their leaders strong face, the boys were taken aback by the proportions they saw. His pecks were unbelievable. His skins was a pearly white, but his nipples were large, and a light brown. His stomach rippled.

"It looks more like a two-four than a six-pack," Jason whispered, referring to Dave's stomach.

Their eyes were drawn down to Dave's crotch. Over two firm, large round balls rested the biggest penis either boy had ever seen. It was still flaccid, but was already 5" and very thick.

"Wow," said Jason.

This time he was too loud. Dave heard them and called out, "Who's there?"

He still had soap in his eyes, but Dave knew who it was. He turned off the water and grabbed for a towel. The two boys thought of making a run for it, but they knew they had been caught.

"What were you two doing?" Dave asked, as he wrapped the towel around his small waist. It did little to hide his large cock, however.

"We were .....ah....um," Jason and Mark said together.

"You were checking me out, weren't you?" Dave said.

"It's just that you are so big, and we wanted to see..." Jason said, as he trailed off at the end.

"You wanted to see what a strong man looks like in the shower. It is all right. I understand," said Dave. The two boys responded with a sigh.

"So let me guess, you two want to become muscle men too, don't you?" Dave asked rhetorically.

Mark and Jason nodded in unison.

"Well, let's see what we have to work with? Take off you clothes," Dave said. The two boys were astonished, and the look on their faces showed that.

"What?" Mark asked.

"I want to help you guys become big strong men. So take of your clothes and lets see how much work you need," Dave said.

The two boys were intimidated. How could they stand their naked with this big strong man? However, he was promising to make them look like him, so they agreed.

Mark began. He was taller than Jason was, and much more mature. Puberty had hit him already. As he took of his shirt, Mark revealed already an athletic build. He had small pecs and a firm stomach. As he removed his underwear, he showed a promising 6" penis. It was pretty thick for a kid his age.

Jason was even more intimidated then before. He had never seen his friend naked before, and was surprised how developed he was. He removed his clothes any ways. He had just begun puberty, and his body was still relatively undeveloped. However, Jason was a competitive swimmer and his stomach had ripples, much like his camp counselors. His cock was still quite small, only 4".

"Not bad," was Dave's response. "I guess I shouldn't be the only one covered." And with that, he removed his towel, re-reveling his massive cock.

The boys' eyes were fixated on their councilor cock, as he reached into a nearby bag and pulled out a small vile and a small leather case.

"Let's start with you," Dave said as he pointed at Jason. He unzipped the leather case, and pulled out a needle. He pushed it into the vile and drew out some of the elixir inside.

"What are you going to do?" Jason asked nervously. He thought that weight lifting and diet would make him a muscle man, but Dave had other ideas.

"Just stick out your arm," Dave said, taking hold of Jason's arm. He injected the needle into his arm, and pushed the plunger.

Instantly, Jason's head snapped back. Mark watched out as his friend let out a cry. "Ahhhhhhh," he yelled, as each muscle began to swell. It began in his arm, as his small biceps and forearm began to contort and swell. It moved up his body. His shoulders broadened. His pecks became larger and fuller as they spread across his chest. His stomach became tighter and tighter as his stomach became like a wash board. His thighs became larger too. His balls began to hang lower and his cock dropped lower and lower. Jason became taller and taller too.

"What the fuck did you do," Mark shouted.

"Watch the language," Dave shot back, "I am making him what he wanted."

As he grew and swelled, Jason screams became deeper and deeper as his voice became more mature. Instantaneously, he had finished puberty. When the swelling stopped, Jason fell to the floor.

"Are you okay?" Mark asked. He could hardly recognize his friend. He was at least twice the size.

After a few seconds, Jason stood. He revealed a new massive man. His cock was now 9", He stood at almost 6'. His chest had swelled and gained curves he could only imagine before. His arms were defined and large.

"Wow," Jason said, in a deep manly voice.

"Wow," Mark replied. Suddenly, his friend, who had been a small little kid, had become a strong massive man.

Jason moved to the mirror and began to check out his body.

"Feels good doesn't it," Dave said, standing behind Jason as he posed.

Jason and Mark noticed that Dave cock had begun to swell - almost 9" now - he obviously enjoyed this work.

"My turn," Mark shouted. He wanted to look like them too.

Dave repeated the procedure, and watched the results.

Mark's head shot back, and his muscles swelled. He could feel a warm sensation move through his veins. Each time it touched a cell, it would double in size. He could feel his cock lengthen. It grew to almost 11". He too let out a yell, which became deeper and deeper as the process carried its course.

In the end, three strong muscle men stood in the locker room. Dave's cock was soon fully hard - a whopping 12" - and the two "boys" soon followed.

Dave took hold of both Mark and Jason's cocks and began to jerk them off. He took great pleasure in feeling up his latest creations.

"Ohhhhhhhh," the boys moaned, but they would not be satisfied with a hand job today. They soon took control. They forced Dave on to his back. Jason began to fuck him up the ass, as Mark moved to his mouth. With the movements of pros, the two boys shot the biggest loads they ever have deep inside their camp counselor. Dave took it with pleasure. Over that summer, he would reap the benefits of these new strong men, as he would pummel their asses on an almost daily basis. •