Kyle stood up and stopped tormenting Mike, watching as his new buddy started pumping up. Both Mike and Donny, former muscle studs that had been turned into a blimp and a wimp, desperately wanted to run away, but they could not take their eyes off of Justin either.

Justin's chest filled up first. Layer upon layer of thick juicy boy-muscle started to bunch up around his pecs, forcing them to grow upward and outward. They became firmer, stronger, and much more pronounced, stretching the fabric of his polo shirt as they expanded.

His arms ballooned up next, taking up more and more space in his once-loose sleeves. Justin's molehill-sized biceps suddenly felt like mountains of power, growing his arms from a modest 16 inches to 19 inches in just a few seconds. He hit a quick double bi, and the other boys in the room gasped as they watched his arms ball up into nicely peaked pythons.

Justin got more and more excited as the seconds passed. He used his newfound strength to rip the shirt right off his torso, and his mouth dropped open at the sight of the hot teen bodybuilder he was becoming.

He watched in amazement as his abs grew tighter and more developed before his very eyes. He had always had a firm waist before, but nothing like this! Then his delts and lats began to grow bigger and wider, making him feel like a total fucking superstar.

Next his legs began to feel heavier, and Justin reached down and massaged his burgeoning thighs through his cargo shirts. God, they felt so hard and sexy! He unbuttoned the shorts and let them drop to the floor, standing there only in his tight white BVDs. He ogled the increasing definition in his quads and calves, dreaming of what Amy Pilkington would say about him now.

After a few minutes his muscle growth started to slow, but as it did, Justin began to feel a strange tingling in his groin. Something was moving down there; something was coming to life. He pulled down the waistline of his underwear with his thumbs and stared at his cock. It looked like it was pulsing, throbbing, and growing as well! Sure enough, with each passing second, it seemed to get bigger and stronger, taking on a new and improved shape and girth.

Justin's cock finally snaked outside of his briefs to the point where the others could see it, and each of them gasped again. It was not only much longer, but also perfectly formed and incredibly thick. After finally stretching to about 13 inches, it seemed to stop growing as well, just hanging from Justin's groin like a gigantic garden hose.

Kyle particularly was staring in complete awe. There was something about Justin's penis that was hypnotic and alluring. He didn't know what the attraction was, and he had certainly never had these kinds of thoughts before, but he wanted to taste it badly.

Somehow, Justin could sense his newfound appeal. He had not grown as big and strong as Kyle, but he knew that Kyle wanted something from him, and he knew in his heart that Kyle wanted it desperately.

"Hmm," Justin thought. "Is it possible that I can use Kyle's desperation to my advantage? Is it possible to get something from him once he's under my spell? I just need a plan."

Justin contemplated the situation for a few more seconds, and then he pointed and Mike and Donny and bellowed, "You two, get out of here!"

Mike and Donny staggered up, both a little dizzy and confused. "But I don't have any clothes," Mike protested. "Can't you give me something to wear?"

Justin thought about the predicament as he tucked his mammoth cock back into his underwear. Unlike Kyle, he wasn't that vindictive toward the former studs, especially now that he had the glory of his new physique.

"Stay put." Justin jogged out of the living room and down the hallway, enjoying the feeling of his bulk. He ran into his brother's room and picked up a pair of sweats and an XXL T-shirt, thinking how sad it was that his brother had gotten so fat lately. He caught sight of his body in the bedroom mirror, however, and the sadness left quickly.

Justin flexed his massive biceps and triceps for about 30 seconds, and then headed back to the living room. "Here you go, Tubby, these should fit you. Now get out!"

Mike quickly put on the clothes, and he and Donny (still in his much-too-large tank top and basketball shorts) left quickly through the front door.

"Shit, shit, shit," said Mike as they descended the steps. "I can't believe what just happened. We're going to be the laughingstocks of the town now." He looked down at his gut, kneaded the flabby flesh with his hands, and then nearly started to cry.

"Not necessarily," whispered Donny. "Remember how I said that I poured the rest of the powders down the sink? Well, I didn't. I wanted Kyle and Justin to think they were gone forever, but I actually hid them out behind the back porch."

Mike quickly stopped playing with his belly and hugged Donny, nearly knocking him down in the process. "Well, let's go get them and see if we can fix this mess."

The dark night concealed their movements as the boys quietly ran around the side of the house and sneaked through the back gate. They looked in the dining room window and saw that Justin was busy flexing while Kyle was fingering Justin's cock, so they continued on to the deck. Donny reached under to where he had hidden the box, but he was shocked and horrified to find nothing there.

"It's gone! But who could have taken it? We made sure that Justin and Kyle were the only ones in the house before we knocked."

"Somebody else had to have seen you put it there," suggested Mike. "Do you think someone was watching from outside when we were in the house?"

"But I didn't see a soul when I came out here the first time. Whoever it was must have been hiding. But who?" replied Donny.

"Well, someone who knew we were coming maybe. Or somebody who wanted to see how we got so big so they could get big themselves?"

Donny was about to continue the conversation, but then he cocked his head as a gentle rustling noise caught his attention. "Shhh. Listen," he said quietly. He looked around for a few seconds, and then pointed to a nearby grove of bushes. "I think whoever it is might still be here."

Donny and Mike stealthily moved toward the bushes, peering into the branches for any sign of the culprit. As they neared within a few feet, a dark figure shot out between them and raced toward the back gate.

********

Back in Justin's house, Kyle was admiring his friend's much improved body. "Buddy. You sure did get bigger. You're not as big as I am, of course, but definitely an improvement. Look at these pecs you got," he said as he massaged Justin's chest. "Nice, very nice."

Justin stood there and smiled. "Wow. Kyle's got it for me bad. I am so going to make the most of out this."

Kyle slowly moved his hands down Justin's torso, all the while massaging and kneading his hard muscles. "And your tight little waist is so shredded. The chicks are gonna dig this."

The rubbing motion on his pecs and abs felt very erotic to Justin, who played along by closing his eyes and moaning his acceptance. He felt his cock begin to stir again, and his erection sprouted somewhat furiously.

Kyle tried to control himself, but when he saw Little Justin pop out, he could not keep his hands off it. Like a drug addict who was offered a hit of his narcotic of choice, Kyle simply had to grab on, never wanting to let go. "Damn this thing is heavy," he said as he started feeling its heft.

"Yeah, oh yeah," said Justin. "It's a whopper, ain't it?"

"Oh my God, does it feel great in my hands. It's so warm and firm and…and…and…mesmerizing."

Justin smiled. The bigger his dick got, the more power it seemed to have.

Kyle sank to his knees, pulled down Justin's underwear, and then continued to rub the engorged dick. "I don't know what's come over me. I've never felt this way about another guy before, but I want to suck your cock so badly."

********

Mr. Barker was running as fast as he could. He darted between Mike and Donny and headed for the gate. Both boys jumped at their teacher, but they missed by a mile in their weakened conditions, and then had to get up and scramble after him.

Mr. Barker had been at the gym, and he had overheard Kyle and Justin searching for the source of added muscle on Mike and Donny. Wanting to know the secret himself, he had followed Kyle and Justin to Pro Body, and then followed them home as well. He had been watching from the dining room window when Mike and Donny busted in and tried to spoil the party. And most importantly, he had been watching when Donny put the box under the back porch.

Now here he was running away. Running to escape from Mike and Donny, both of whom desperately wanted the source of their power back. Mr. Barker darted past the open gate and ran into the street, struggling to hold up the heavy carton of powders. Thinking the boys might catch him if he tried to unlock and get into his car, he decided to run away and look for a hiding place.

After a few blocks, he turned back to check on his pursuers, causing him to overlook the sprinkler sitting on the lawn he was cutting across. He tripped, stumbled, lost control of his precious box, and then slammed onto the ground.

Mr. Barker recovered as quickly as possible, gathering up the powders and replacing them in the box. He had hurt his left ankle and right arm when he fell, so he was moving even slower than before. The boys were gaining quickly on him now.

"I've just got to get away. I want to be a muscleman so badly! This is my once chance!"

He took off again, huffing and puffing as he went.

********

Kyle was breathing heavy, too. The desire for Justin's cock was overwhelming his senses.

"Before I let you suck my dick, Kyle, let's go up to my bedroom so we won't be disturbed. That way, even if my parent's come home, you won't have to stop."

Kyle would have readily agreed to anything his buck-naked friend would have said. "Sure, sure."

Justin continued. "You go on up. Last door on the right. I'll tidy up and be there in a minute."

Kyle gathered up his clothes and headed upstairs. All he could think was, "This is gonna be fuckin' awesome!" He opened the door to Justin's bedroom, flipped on the light, and lay down on the bed. Impatiently he fingered his own dick until Justin finally walked into the room and shut the door.

Kyle smiled, and then wordlessly dived off the bed and grabbed Justin's legs with both arms. He took the tip of the cock into his mouth and began to suck furiously.

The experience was unbelievable for Kyle. Justin's dick could only be described as food of the gods, like something he had never tasted before. It was tender and tough and sweet and juicy all at once. Parts of it were very moist indeed, and Kyle sopped it all up.

He was beginning to feel slightly dizzy from the excitement…

********

Mr. Barker was still running furiously, but after only a mile, he was definitely losing steam. He was sure that any second now the boys would catch up to him and take back the box and his dream of being a huge muscle stud.

Determined to get away, he turned left at Denver Avenue, ran for a few more blocks, and then discovered a possible sanctuary: The Rosewood Hotel. Mr. Barker ran across the parking lot and jetted into the back employee's entrance.

He thought the Mike and Donny were close behind, so he did not stop to look at or talk to any of the hotel personnel. He just pretended like he was supposed to be there and sauntered down the hallway, whistling a casual tune. He spotted an employee restroom, ducked in, and quickly locked the door.

Dropping the box onto the counter, Mr. Barker just stood there silently for a few moments, listening to himself pant. "Am I safe?" he thought. "Even though he's really fat now, I'm sure Mike could easily overpower me if he finds out where I am. How am I going to get out of here?"

He looked down at the box, knowing what the answer would have to be. "I guess you're my best hope now."

He opened an unmarked orange canister in the box, dipped in his finger, and licked off the powder. "Tastes OK," he thought.

So he did it again. And again. And then waited to see what would happen.

********

Kyle continued to get dizzier and dizzier. Lost in a fog and delirious with joy, he let go of Justin's legs and sagged to the floor.

Justin smiled, knowing it was working.

"What's happening? I feel so weak all of a sudden," said Kyle as he rolled onto his back.

"When you were up here daydreaming about my cock, I was busy rubbing it in the glasses that Donny and Mike drank from. There was a little of those powered drinks still in them, and I got it all over my groin. You just drank it up!"

"No! You didn't!"

"Dude, I just grew like 50 pounds of muscle, and it was the greatest fucking feeling in the world! I want more! I want lots more! And, I could tell by the way you were looking at me, you were hungry for my cock. So I figured if I could get the powder on my dick, I could get you to slurp it up."

As Justin spoke, Kyle's cock began to grow bigger and bigger and redder and redder, just as Mike and Donny's had done before. Kyle tried to scream, but all he could muster was a shrill whine. "Not my muscles, no, not them," he sobbed.

Just before Kyle came, Justin knelt down, took the engorged cock into his mouth, and then braced for the impact.

********

Mr. Barker stopped licking the powders and waited for a few seconds. "Is something happening?" he thought. "I feel so strange."

Slowly his vision began to blur. He took off his glasses to wipe his eyes, only to realize that he could see perfectly. "That's odd. I don't need my glasses…"

Before he could finish his thought, Mr. Barker caught sight of himself in the restroom mirror. His hair was growing in where it used to be, pushing his hairline down his forehead and covering up any trace of his baldness. Within seconds his thinning brown bowl cut had grown into long, thick, wavy blonde strands that seemed to grow into a natural, yet quite stylish, formation.

Other changes came quite quickly as well. Mr. Barker's eyed turned into sparkling blue pools, his adult acne cleared up, his chin grew more and square and pronounced, and his skin took on a healthy tan. His posture also improved, making him appear much taller than before (or was he growing?), and he felt all his neck and lower back problems disappear in an instant.

And then the muscles came. Mr. Barker's shoulders, arms, chest, abs, back, and legs all started beefing themselves up. Like an inflating balloon, each part of his body grew considerably over the next thirty seconds. The added poundage stretched his sweatsuit to the max, leaving nothing to the imagination.

"Damn!" he said in his new lower voice. "I look good! Like a super handsome Jay Cutler!" Mr. Barker put his hands under his sweatshirt and ran them over his pecs, stopping for a few seconds to play with his spool-like nipples.

Anxious to see more, he took off his shirt and pulled down his pants to get a better view of his Adonis-like physique. He made all the obligatory poses that he had seen a million times before in all the muscle magazines, and he was very surprised to see how well he stacked up.

He would have stayed in there for the next few days exploring his new body if the knock hadn't come at the door. "Are you ever coming out?" a voice asked.

Mr. Barker, still naked except for his underwear, opened the door. He stared at the man who had been knocking, and then asked, "What's your hurry, little dude?"

The guy was in pretty decent shape, but he could not hold a candle to Mr. Barker's new body. "I was…I mean, well…I am so…" he said as he tried to maneuver around Mr. Barker and get into the restroom. "Who was this guy?" he thought. "He doesn't work at the hotel, that's for sure."

Mr. Barker snickered as he blocked the doorway, realizing he could have a little fun. "Well come on in, little dude, I'm not gonna bite you."

He firmly grabbed the man by his T-shirt, dragged him inside, and then shut the door again.

********

Justin swallowed hard as Kyle came. He held on tight as the monster cock sprayed furiously, but he managed to take the whole load into his mouth.

Within a few minutes, the changes started to occur. As with Mike, Kyle's dick retreated to its previous size and his muscles started to fade away as layer upon layer of teen flab spread across his body. He grew wider and stockier with each passing second, until he reached the point where you would have thought the boy had never worked out a day in his life. His arms jiggled, his pecs sagged, and his belly grew so big that you could hardly see his cock anymore.

Justin, however, went in the opposite direction. Everything that had gotten bigger twenty minutes ago started to grow again. His arms jumped up to 22 inches, his chest exploded up to 60 inches, and each thigh pushed its way up to 32 inches. He stood there flexing as they grew, watching himself turn into the Hercules of Hoffman Street. "Nobody can touch me now," he thought.

After taking more clothes from his brother's room for Kyle, he picked up the ex-jock and forced him to get dressed. "Justin, buddy, you have to figure out how to change me back. I'm not meant to be a fatty. I'm a muscle stud. I'm supposed to be buff and have huge muscles, not this disgusting gut and these flabby arms. Please! You gotta help me get my body back!"

"You heard Donny, he poured the other powders down the drain. You'll just have to start working out again from scratch."

"But that would take years!" Kyle whined.

"So you better get started, tubby." He forcefully escorted his fat friend to the door and sent him on his way. Then Justin dressed himself in Kyle's old clothes and thought of where he wanted to go first.

"First stop, Amy Pilkington's house."

********

"What's your name, little dude?"

"Steve," the man replied nervously.

"And what do you here at the hotel," Mr. Barker asked.

"I run the fitness room."

"Oh, the fitness room. I bet your nice little body provides plenty of motivation for guests, right?"

"I, um, get some compliments, sure."

"Well, tell me, Steve, how do you think I can get my pecs a little fuller? I don't think they're quite big enough. Do you?" Mr. Barker grabbed Steve's hands and placed them own his own pecs, which he bounced up and down several times. "Do they seem small to you?"

"No, they seem plenty huge to me. You should not be ashamed of these babies at all," said Steve. "Incredible, simply incredible. They're like huge chunks of warm steel…"

Mr. Barker continued flexing for a few more moments, until he saw a huge erection tenting in Steve's pants. He reached into his pocket and started rubbing furiously. "What's going on down there, little dude? You like what you see?"

Steve muttered a simple "uh huh" and kept massaging Mr. Barker's chest. A few seconds later he came, sending a shiver down his body and causing him to moan.

Mr. Barker pulled his hand out of Steve's pocket, taking the man's car keys at the same time. He gently set Steve down on the toilet to give him time to recover. "Thanks for the rubdown, little dude. I'm gonna borrow your car for a little while, OK?"

"Sure thing. Anything you want. It's the black Escalade near the back of the lot."

"Thanks, little dude." Mr. Barker quickly redressed, picked up his box, and left the restroom. He looked for Mike and Donny, but they were nowhere in sight, so he continued down the hallway and into the lobby. Steve's words were ringing in his ears: "Anything you want."

There he found a house courtesy phone and made a call to the school's answering machine. "Hello, this message is for Principal Clark. This is Mr. Barker from the history department. I'm just calling to let you know that I'm quitting teaching and will not be back. I will be going into a new, more lucrative, line of work as of this evening." He hung out and strode confidently toward the front exit.

"With this body, I will be able to get anything I want," he thought. "And since I'm no longer her teacher, what I want right now is Amy Pilkington." •