"Come on, man. You've got this, easy," the voice of my lifting partner entered my mind.

A deep breath.

I heft the bar.

My muscles scream in agony as the bar is lowered.

The bar touches my bare chest, and I begin to push the bar up.....ever so slowly.

My pecs are in agony as they contract against the incredible weight.

"Do it, man!"

"You've got it, dude!"

"Easy weight, baby!"

The voices of those around me cause me to try harder than ever before. My eyes tighten shut as I push the weight even harder.

"AAAAAAAAUUUUUUUUUUGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHHH!!!!!" I scream out and my elbows lock. I throw the weight back onto the rack, and the whole bench shakes under the heavy weight.

Applause erupts, and cheers from my friends as I sit up with a huge grin on my face.

I stand up on my long legs and saunter to the mirror. I hit a most muscular pose, and I love the feeling as my massive pecs contract. All eyes in the gym are on me, so I put on a little posing display. I'm the most freaky, huge guy at the gym, and I know there are lots of guys who would give anything to have my body (as well as all the perks that go with it!)

It's 10:00 PM and the gym begins to clear out quickly now. The show is over and it's time for the fellas to all head for home and whatever waits for them there.

"Yo, Ty," the voice of the gym owner interrupts my reverie.

"Yeah, Mike. What's up, man?" "Listen, I need to get home a little eary tonight, and I was wondering if you would mind closing up for me?"

"Go on home, dude. I've got about another 30 minutes left anyway. I'll be glad to lock up for ya."

"Cool, man. I totally appreciate it. You be here tomorrow? Leg day, right?"

"You got it, Mike. Got a big show next month I'm gettin' ready for. The weights are coming along good, but the diet is a bitch!"

"I hear ya, man! Anyway, I've absolutely gotta run. Be safe, and I'll see you tomorrow night. Take care, Ty."

"Backatcha, Mike."

Mike walked out the door and it slowly shut behind him. I walked over to a curl bar, and began to load some weight on it. I looked up to see Greg, my workout partner, come out of the locker room. Big and rock hard, Greg turned his share of heads in the clubs. He dressed well and looked good as he set his gym bag down and walked over to where I was.

"Headed home, man?" I asked, bending over and tightening the collars on the bar.

"Yeah. Big exam tomorrow morning, man. Much studying to do."

"I stood up and grinned down at him. Yeah right, man. The only studying you plan on doing tonight is female anatomy." I turned and lifted the bar and began a set of curls.

"Yeah, well at least I'm familiar with my subject."

"Ok, hotshot. Listen, man. Be careful, and I'll see you in the morning."

"Looking forward to it, man. Leg day. My favorite!"

I laughed, knowing how bad Greg hated leg day. "Sure thing, buddy!"

"Later, Ty. I'm outta here." With that Greg picked up his bag and headed out the door.

I turned back and loaded some weight on the bar and knocked out another set. It was way too quiet, so I went over and cut the stereo on the local college radio station.

I spun around to go back to my curls, and nearly fell over one of the scrawniest guys I'd ever seen in my entire life.

"Yo, little man. Watch out where you're going. Man, you nearly scared the crap outta me!" "Sorry. I was just going to the water fountain."

He continued on in his apology, but I wasn't really listening to him. Instead, I was taking in his amazingly compact, wiry body. He couldn't have been more than maybe 5'2" and if he was wet he might tip 100 pounds on the scale. He seemed almost fragile compared to my 6'3", 240 pound, muscular frame.

"....by the way, aren't you Tyler Jenkins?" I heard him say as my thoughts returned to what he was trying to splutter out.

"Yeah. Why do you ask?"

"I've seen your pictures up in the gym and in some of the muscle mags in the library. Man, it must be awesome to be your size!"

I grinned down at him. "Well, I must admit I do enjoy being the center of attention sometimes, but it ain't always as great as it may look."

"Yeah, but from your perspective that's easy to say. You oughta try being my size for a while. I bet you'd get a whole different perspective on things."

"Well, bud, you've come to the right place to get started building your body. By the way, little man. What's your name?"

"Matt. Matt Workman."

Pleased to meetcha, Matt. If I can ever help you with anything in here, just let me know. Now, I've gotta get back to my workout." I strode past him and back to my curls.

I picked up the 150 pound bar and did a quick set of 12. I moved to the mirror and struck a series of bicep poses. Matt came over and watched for a while, and of course, being the cocky bastard that I am, I put on quite the show for the little guy. He seemed to really be enjoying it.

"Tyler....," I heard his voice over my shoulder.

"Hey, call me Ty. All my friends do."

"Sure thing. Ty, can you give me a hand with something over here."

I turned around and saw Matt down on his knees searching for something in his gym bag.

I walked over to him. "What can I do for ya, dude?"

He looked up and handed me a little stick. "Hold this for me for a minute. I'm trying to find my lifting gloves, and I can't seem to find 'em in all this mess in here." I took the stick from him, and he continued to search through the bag for another minute. He zipped the bag shut, and looked up at me with a weird grin on his face. "How ya feeling, Ty?"

"I was fine, but now that you mention it, I feel a little light headed and weak all of a sudden."

His grin widened. "Ty, can you drop that stick I just gave you?"

I tried to drop the stick, but my hand wouldn't open. "What the hell?"

He stood up and grabbed me at the waist and spun me around to the mirror. "Remember a minute ago when you said if you could ever help me out in any way to let you know? Well, Ty, buddy. It's time for you to help me out."

"What in the world are you talking about, little man? I don't have time to play games, here."

"Oh, this is no game, Ty. Can you see it? I believe already it has started to happen."

"What are you talking abo-," and then I noticed it. My mind didn't want to believe what my eyes were telling it. I was getting smaller! I watched in horror as my biceps slowly deflated and I could feel the strength ebbing out of my body. My broad, chiseled chest grew thinner and thinner. My knotted abs lost all their definition. My massive thighs grew thin and weak until all my muscle was gone. In moments I had gone from massive to scrawny. Now I noticed the room seemed to be growing larger around me. I was shrinking! Within moments I lost over 12 inches in height until I was eye to eye with Matt. My deep tan faded until I was pale in color.

"I'll take that from you, now," Matt said as he reached out and plucked the stick from my hand. "Now it's time for the real show to begin! Watch and learn, little man!" he said to me as he turned his attention to the mirror.

It took a few moments before anything began to happen, but then slowly Matt began to change. His arms began to swell until they filled his shirt sleeves. His traps rose up as his neck thickened. His chest was growing visibly beneath the fabric of his t-shirt, pulling the fabric tighter and tighter. I heard a rip and watched as the sleeves ripped off his shirt as his torso grew beyond the confines of his size small shirt. Within moments the shirt hung in tatters and he brushed away the ruined fabric to reveal his nearly perfect upper body development. I watched in amazement as his abs knotted into a tight, perfect six-pack of muscle. His arms were now thick and beefy and totally vascular. His legs were swelling with power as well as they quickly filled the leg holes of his shorts. The fabric of the shorts rose as his thighs grew massive and huge, until finally the fabric of his shorts could no longer contain his now gargantuan thighs. The seams ripped as his legs grew.

"Oh, yeah!" he screamed as his skin tones deepened to a perfect tan hue. "Now grow, Matt, baby! Now get big!"

And he began to grow taller. He turned and looked down at me as he grew upward. His eyes, his nose, his mouth rose above me as his legs lengthened. His massive shoulders rose above my head until I was staring at his massive pecs.

He was incredibly huge. As big as I had been prior to the change, only now it was Matt who was massive and huge.

"Give me your shorts, runt," he said and his voice sounded deeper than before.

"What?" I said looking up into his eyes high above me.

"You heard me, runt boy. Give me your fuckin' shorts. They're just a little too big for your scrawny little body. Now, take 'em off before I have to take 'em off for ya!"

I quickly took them off and handed them up to him, as he removed the tattered remains of his much smaller ones. It was then that I noticed his muscles weren't all that had grown. His cock had nearly doubled in size as well, and as he pulled on my shorts the bulge of his sex was unmistakable. He reached in the pocket of the shorts and pulled out the gym key.

"Well, well. Looks like I got my very own key now," he said as he strode to the counter and unlocked the t-shirt display case. He reached in and found a red string tank top, size XXL and pulled it on. His massive pecs protruded on either side of the thin material which barely covered his now mammoth frame. He turned back to the mirror and hit an awesome double bicep pose and smiled at his incredible reflection in the mirror. "Now, that's more like it," he said with a chuckle.

He hit several more poses before once more turning his attention to me.

"So whatdya think of the new and improved Matt Workman, scrawny boy? You know I couldn't have done it without you!" He stepped behind the counter and opened the shirt case again. "Alright, runt, it's time to find some puny clothes for your pathetic little body. Let's see....Here's a shirt -size Small and here's some little shorts that oughta fit nicely and some little bitty shoes. How about you let me have those way huge shoes you've got on now in exchange for these little ones, boy."

I looked down at my feet and for the first time since the transformation noticed the huge size 14 sneakers that must have looked absolutely ridiculous on me now. I lifted my little feet out of the shoes without even untying them. I set them up on the counter and Matt gave me a pair of 8s and a pair of socks that now fit much better. I watched as Matt untyed the knots in my old shoes and pulled them on his huge feet where they appeared to fit quite nicely.

He stepped around the counter and before I knew what was going on, he reached down and wrapped his huge hand in the fabric of my shirt and lifted me off the floor with one hand. He turned and slammed me into the wall and held me there with his face just inches from my own. His hot breath washed over me as he spoke. "Now that I've got your full attention, runt boy, let me fill you in on what happens next. First, we're gonna go to your place in your vehicle which is now my vehicle. Is that clear?" I nodded. "Good. Once we get to your place I'm gonna give you about 15 minutes to gather up any thing of value that you want that I don't want of yours. Then we're gonna move you out of your apartment. It now belongs to me. You still with me, shit for brains?" Again I nodded timidly and he smiled revealing his perfect, white teeth. "You learn quick for a runt!" he said as he dropped me in a pile on the floor.

We left the gym and he turned and locked the door before striding on his powerful legs out to my jeep. He opened the driver's side door and slid in, and reached across and unlocked the passenger side door. I opened the door and clambered up into the vehicle which now seemed to sit impossibly high up off the ground. I fastened my seat belt as Matt started the engine and pulled out of the parking lot.

*** *** ***

He pulled into the parking lot of my apartment. We had driven the 15 minute distance in silence. No words were necessary. He turned the engine off and stepped down out of the vehicle as I did the same, although somewhat less gracefully. As we walked up the steps to my apartment I noticed Greg's car in the lot. How in the world am I gonna explain this one to Greg, I pondered as we stopped in front of my door. He turned the key in the lock and pushed the door open. As the door widened I could see Greg sitting on the couch wearing nothing but his silk boxer shorts he slept in.

"Hey, Ty. How was the worko- ," Greg stopped mid sentence as he realized the mammoth man now standing in the door way wasn't me. He stood up and smiled. "Holy shit, Matt! I never thought you'd have the guts to go through with it man! You're huge!"

My eyes widened in disbelief! Greg had known about this all along! Not only had he known, but he had even been a part of it!

He sauntered over to where Matt and I were standing and for the first time in my life, I looked up at Greg. He looked Matt over for a few seconds before turning his attention down to me.

"And look at you, little man," he said to me. "How do you like your new look?"

"Greg, what the hell is going on here? I think you owe me an explanation! Did you know about this?"

Greg threw his head back and laughed a rich, deep laugh. Matt smiled. "Feisty little cuss, ain't he?" Greg said, and then he reached down and wrapped his hand in my shirt and lifted me with one hand from the floor until I was just inches from his face. "You'll wanna watch your mouth around here, runt! Things have changed if you hadn't noticed. You ain't exactly the big man around here, anymore. Am I making myself clear, scrawny boy?" I nodded. "Say, yes, sir, runt!"

"Yes, sir." I said and he dropped me on the floor like I was nothing.

As I picked myself up off the floor, I noticed Greg was really getting his eyes full of Matt's now massive proportions.

"So, buddy, do you like the new look?" Matt asked as he turned his eyes down to meet Greg's admiring gaze.

"Like it? I love it, dude! I still can't believe you used that crazy thing, and I sure can't believe it really worked. What was it like to grow from nothing to the man of your dreams that quick?"

Matt reached down and grabbed the bottom of his tank top and pulled it off, revealing the chiseled massive muscular torso. He looked down across his broad chest and made his pecs jump. He smiled, and gave Greg that killer smile. "How the fuck do you think it felt, man? It felt fuckin' incredible!"

Greg reached out and touched the firm flesh of Matt's abs and ran his hand up the hunky torso to his massive pecs. "I wanna see it work, dude," Greg said as he fondled Matt's nipple.

Matt reached out and tipped Greg's face up to meet his. Their eyes met for a second before Matt's lips met Greg's in a passionate kiss. "I was hoping you'd say that," he whispered in Greg's ear. "What'd you have in mind?" he asked.

"How about Shane? I think Shane would look totally hot at your size or even a little bigger."

Shane was a neighbor that lived about two apartments down from Greg and myself. He was really short, probably shorter even than I was now, but what he lacked in height he more than made up for in muscle. He was a competitive bodybuilder, and he generally did quite well, but he never could win the big ones because of his short stature.

"Is he home tonight?" Matt asked.

"Even better, big boy. He's here. He's in the bathroom."

The door to the bathroom opened then, and there was Shane. He came into the room and for just a moment was disoriented at the sight of the now towering Matt and the greatly reduced me. Then he smiled as he walked up to Matt and looked up into his eyes. "I can't believe you had the guts to use that thing. But it really, really seems to have agreed with you! When do I get my turn?"

"How about right now," Matt said reaching into his gym bag and pulling out the stick that had initiated the transfer of my muscle and size onto his body. "Get over here, runtboy."

Greg stepped in behind me, as it dawned on me what they had in mind. He reached out and forced my hand opened as Matt placed the stick in my hand which automatically closed around it. Greg and Matt stepped back and hurriedly removed their shorts to reveal their massive boners. They began to stroke their cocks as I began to slowly change.

I noticed everything around me begin to grow larger as I began to shrink again. Shane came and stood in front of me, and I slowly dropped below his eye level. I had been level with Matt's chest before, but now as he stood there stroking his 10" whopper, the ridges of his six pack abs began to rise above me, until I had to look up to see his navel. I was now the size of a small boy next to these two giants. Shane reached out and slipped the stick from my hand as I dropped to the 3' tall mark.

"Yeah, Shane baby," Matt said as he eyed Shane. "It's time to grow up." And Shane began to grow. I watched helplessly as Shane's legs lengthened, carrying him up, up, up in size. His whole body grew bigger and bigger. His shoulders, his chest, his abs rose above me as he grew, adding my size to his size. Growing to a colossus of towering manhood.

"FUCK, YEAH!" he screamed savagely as he grew past the 6' mark and continued growing until he hit 6'6".

Matt and Greg were jerking hard as Shane grew past both of them. Shane's clothes lay in tatters on the floor all around him. Jets of jizz exploded from both the massive mens cocks at the same time, and coated Shane's now magnificent chest in hot cum.

"Give it to me, man," Greg said as he took the stick from Shane's hand, and he too added six inches to his own height.

Greg and Shane were now several inches taller than Matt. Matt looked up at the two bigger men and they grinned down at him.

"Oh, shit, man! I feel fuckin' incredible! Look at me. I'm fuckin' HUGE!" Shane said and threw back his head and laughed a rich, deep masculine laugh. Greg and Matt both reached out and began groping and feeling Shane's now huge muscles and he flexed and posed for them for a few minutes before turning his attention to me.

"So, puny boy. Whaddya think of your old neighbor, Shane now," he said as he came and stood in front of me. I was eye level with his giant dick as I looked up past his incredibly massive torso into his steamy eyes high above me. The other two giants came and stood on either side of me, so I was surrounded by the three massive, giant men. All three of them were more than twice my size now. •