"You're nothing but a balloon," I said confidently as I reached out and grabbed his bicep and squeezed.

I was completely startled when I felt nothing but hard, swelling muscle mass there instead of an air filled sack. My reaction just made Zach's eyes light up with wicked anticipation as he just kept on inhaling. Pretty soon, he was my size and weight, his tight shorts were on the verge of exploding as they tried to contain his now massive cock and legs. At that point though, he stopped and looked right into my eyes as he flexed his muscles and smiled coldly.

"So you think just getting rid of my gas is gonna stop me from getting bigger did you? Think again, Tom. I'm gonna be the big man here and there is nothing you can do about it," Zach said arrogantly.

He then started inhaling again, growing beyond my own size and causing his shorts to burst apart. All I could do was stare in awe at the his increasingly larger build. I just couldn't belive it. How could it be possible? How could taking in air like that cause such tremendous growth?

I just kept on staring until Zach had added on an extra foot to his height and he spread his legs apart to make room for his ever thickening thighs. It was inhuman just how big his muscles were now, but he just kept on growing. I took in a deep breath in wonder at how huge he was now when I felt a werid feeling pass over me. It was the same feeling that had occured when I had used the massium to grow to my current size. I also realized that I didn't feel the need to exhale, which seemed odd. I looked down at my body realized that all my muscles just seemed a little bigger.

By this time, Zach had quit inhaling again and was simply rubbing his hands across his massive, shapely physique. He just laughed coldly down at me and started flexing his muscles and feeling them. I watched as his now awesomely massive cock swelled as his own body began to turn him on. I had to admit, just watching him was beginning to turn me on and felt my own cock hardening. I then began to notice Zach's euphoria had him completely distracted as he began to jackoff.

As my friend jacked off, I began to examine my newly expanded body. My hands passed over it, testing it for any changes. I then tested it by inhaling deeply again and suddenly felt the feeling return. I then watched as my muscles now swelled with new power. It was then I realized that I could do just as my friend had. The massium had permanently changed us somehow. Changed us into muscle growing machines that consumed anything, even air, to create muscle.

As Zach continued to enjoy his new size, I started to inhale even more deeply, almost doubling my rate of growth and causing my skin tight boxer shorts to burst, revealing my own massive legs and cock. I stroked it with a grin but just kept right on inhaling. I could enjoy it after I put Zach in his place.

With that thought in mind, I continued growing larger and larger. I loved the feeling, knowing that I could just keep on growing not matter what. The problem I noticed was that the room we were in wouldn't be able to hold us if we kept on growing. I shrugged that thought off though. I had grown beyond the need for something like that. My sole purpose was to outgrow my friend who had started this whole situation with the first use of the massium gas.

By the time I had reached Zach's size, he had already let flow a blast of cum from his masive cock. As he became aware of his surroundings again, he caught site of me growing larger. He watched for a few moments in awe as I grew past his own massive size. A look of rage entered his brown eyes as he began to inhale, starting up his own growth again. I just smiled down at him as he tried to catch up with me. Our growth was now a steady one, me constantly larger thatn him, but still he did all he could to catch up with me.

As our bodies continued to pack on more muscle and we continued to grow in height, it became all too obvious that the room we were in couldn't hold our growing forms much longer. As I felt the ceiling bump against my head, I inhaled even more sharply, causing a sudden speed up in growth and making my head breah through the ceiling. As my huge lats followed my head, my amazingly broad shoulders bursted through. My bulging pecs then pushed up through, shattering the floor even more. What surprised me the most though was my skin was completely unscratched; merely coverd with dust. As I kept on growing, I heard another crack and watched as Zach began to breack through to the second floor also.

Time passed and we jsut kept on growing, becoming two titans of muscle. I could see in Zach's face that he was determined to win this one no matter what it took which just pushed me to keep growing and maintaining my advantage. Pretty soon, we had become true musclebound giants as the house fell apart around us. As I just kept watching my friend's body expand I realized that it would be interesting to see were this went if we both started at the same time. So I paused my own growth and waited for Zach to reach my size before raising my hands up in a timeout sort of fashion. Surprisingly, Zach showed that he truly was still my friend by stopping, but not before making sure he was just a little bigger than me. I just smiled and inhaled quickly until we were of equal size and build, every muscle on our bodies bulging to unimaginable proporaitons and weren't even flexed.

"Whats wrong? Getting tired?" Zach asked playfully as he bounced his huge pecs.

"No, just had an idea. Its apparent we're both capable of getting much bigger. I say we start from here and whoever gets the biggest in the end is the victor?" I asked calmly.

"I thought that was the point anyway," Zach said arrogantly.

"Oh, it is, but don't you'd think it'd be better to start at the same time? Then we can see truly who has their limits. What do you say?" I asked with a grin.

"I'd say you're on, little man," Zach said as he took a sharp inhale again and grew large enough to look down at me.

I looked up at Zach and then inhaled until I was as big as him again which just made him smile as he reached a hand out and began to rumb my muscles. I could see him getting hard again and knew I was too. I reached out and began to feel his own massive muscles and we began to flex for eachother as he felt one another. This lasted for several moments before we both each shot a load and then Zach looked at me and I nodded back. At precisely the same moment, he both exhaled for a moment and then began to inhale deeply. Our growth was almost synchronized as we started growing again. We started flexing again and again. Our muscles were getting bigger and bigger by the moment and I loved every moment of it. The strange feeling that the massium had originally caused now felt natural as we perpetually expanded.

Bigger and bigger we grew, becoming as big as mountains. I watched as a flight of birds flew too close between our expanding bodies and got sucked in by both of us. Our bodies were literally using anything to fuel their growth, which made me wonder exactly just how big we could become. When we run out of air, what else will we consume? That thought was quickly pushed out of my mind as Zach reach out to me and began to rub and feel my body again. The look in his eyes were those of determination though, which meant he was trying to distract me from my inflation by causing me pleasure. I refused to let that get to me though and instead retaliated by stroking his cock and then rubbing and feeling his body. His eyes lit up in surprise and I watched as I gained some height and weight on him.

An enraged look entered his eyes as he began to rub my body more and more, feeling my muscles and stroking my cock. He was determined to either even things out again or even gain the height advantage. I simply let him do so and instead just enjoyed his ever expanding body. I couldn't believe how muscular he was now and I began to realize just how much he turned me on. I acted more and more out of pleasure, running my hands over his massively muscular body again and again. Instead of slowling my own growth, my excitement merely made me inhale much more deeply. Zach eyes were unbelieving as he witnessed my body expanding even more quickly than his own.

Zach wasn't one to give up though, even as I kept expanding more and more, his own rage at the thought of losing fueled him to increase his own growth. He began to inhale even more deeply, almost doubling his own growth and making him quickly catch up with me before surpassing me. Determined not to let him beat me, I just kept one using my pleasure to spur on my inhaling and then pushed myself take in air even farther. Every muscle in my body bulged with power as I gained in size more and more until I had reached Zach's size again. Right as I was about to pass him though, Zach pushed his intake capacity even farther and our growth was matched again.

As our steady growth pushed onwards, making us taller than skyscrappers and much much wider, we continued to feel one another up and down. It was something that just turned me on to no end. Feeling my friend's body growing as well as feeling his hands rove over my own expanding muscles. Our bodies were now slick with sweat from our continuing effort and I could see that Zach was seriously enjoying this whole situation as much as I was. He was, however, just as determined to be the biggest and who knows when the growth would finally end? Our bodies were solid muscle which left little in the area of popping which mean were just going to keep going until there was nothing else left to feed on.

The sky began to darken as we both had reached many miles in height and who knows how many tons either of us weighed. We were now reaching the limits of the Earth's atmosphere, but just kept going. Pretty soon, all we saw was star speckled space and glow from the Earth beneath us. We were literally devouring our own planet to keep growing and nothing could stop us. I was aroused by that fact even more besides the fact that Zach had started flexing and showing off his own physique again. I just replied by flexing back and we continued to enjoy one another as the growth continued.

As the moon passed between us, its was violently ripped in half, one going towards Zach's gaping maw and the other towards mine. Very shorlty, we had both consumed the moon and then stepped off of the Earth. As we free floated with it between us, I watched as we began to inhale bits of it, using the planet as a giant source of fuel for our continual growth and felt not a hint of guilt. All I wanted was to be the biggest. Pretty soon, we had stripped the planet down to nothing, but just kept on going. We were now taking in molten metal which didn't even sting. It merely gave off a warm sensation as it passed into my body and became part of me.

Our bodies had now become the size of small planets as we just kept on inhaling, becoming living black holes. Our size made easy enought to start drawing the other worlds towards us and pretty soon, almost every world had become part of us. We were now two muscle gods vying for size and strength.

As Jupiter drew close to us, we both looked at it greedily and began to take in in its massive atmosphere, filling us even more. Every muscles almost doubled in size as the gases mixed with our massium mutated bodies. We didn't need any air obviously to live anymore; our bodies were self-sustaining muscle machines and all that we cared about doing was finding the next source of resources to feed on and grow.

After having finished the solar system off, except for the sun, Zach and I paused and looked one another up and down. Zach then came upon me and kissed me deeply as his hands moved anxiously over my body. When he finished we parted and spoke.

"So, its seems neither of us has yet to crap out," I said with a grin and flexed a tremendous bicep taunthingly.

"So it does. So much for a fair competition," Zach said with a smile as he did a double bicep pose.

I watched his muscles mound up and began to flex more and more myself. I noticed Zach watching me and merely smiled as I decided to give him a show. I began flexing every muscle on my enormous body as hard as I could and loved it. Being so big turned me on to no end which just made my own hands travel up and down my body as Zach had done at the beginning. I grabbed my massive rod of a cock and felt its thick, pulsing power. Zach began to move towards me again but I simply shook my head and looked towards the sun.

"We have one last thing to consume before this goes any farther."

Zach nodded anxiously and we both began to inhale the emptiness of space. Instead of drawing the sun towards us though, we pulled ourselves towards the sun. When we reached the beautiful glowing ball of gases, I just looked over at Zach and smiled. He returned the smile and we began to inhale again. I watched as I literally drew the bright glowing gases of the sun into my body, making it grow bigger and bigger by the moment. What really got me excited though was watching the sun slowly shrink as we grew bigger than it, our mass steadily increasing by the second.

Pretty soon, the sun was a small orb between Zach and me. We both looked at it with excitement and just kept on growing. The sun was loaded with an unbelieveable amount of power which were we now taking in, making our bodies grow beyond its original size. I couldn't help but run my hands over my now tremenouds pectorals, feeling the slabs of unbelieveably large and rock hard muscle. Every muscle on my body just kept on swelling though as I continued to consume the sun with Zach. When we were finished, no light existed except from the stars and our own bodies which had begun to glow from devouring the sun. Zach and I floated together in a loving embrace and simply enjoyed pressing our massive physiques against eachother, feeling their unbelievable power pushing against one another. We were both so aroused we began to kiss again but this time flexing as much as possible as we did so.

"So, where do we go from here?" Zach asked calmly as he pulled his mouth away from mine and ran his right hand along my enormous eight pack.

"The galaxy," I said with a grin as I looked into Zach's brown eyes before pushing up agianst him again.

Our lips met again as our massive arms wrapped around each other's body. We had devoured our entire solar system and once we had finished our moment of passion, we would begin our quest to devour our own galaxy and continue our seemingly endless growth. All I could do was chuckled at the thought of some alien looking towards where the solar system used to be and seeing two massive muscle giants groping and kissing each other. •