By Also_KnownAs

Frazz bent his lips to Brian's, he was already about a foot taller and as the others watched, Frazz grew fatter with muscle. It looked almost as if Brian was making the black-skinned man grow instead of the other way around, as if their shared kiss was creating a larger, thicker, broader Frazz as his muscled expanded outward, the striated cables growing vascular with branches of blood veins that swelled upward as thick as fingers and traveled over and down his developing brawn.

Frazz had only one of his magic pricks in view, but it was also experiencing some incredible improvements, drooping lower and lower as the kiss went on. Then he lifted his huge hands and grabbed Brian's upper arms, surrounding them entirely with his wide grip and he lifted Brian off his feet, pulling the teen closer to him and Brian wrapped his lags around Frazz's tight waist as they continued kissing.

Frazz's monster rose and bloomed and the helmet found Brian's rosy asshole and rubbed against it eagerly. To Brian, it felt like someone's fist was knocking at the cellar door, some hot, huge, hard knob that spread a warm slickness between his legs and then Frazz began to press himself inside him, pushing with a slow constant effort. Brian's body trembled at the thought of what he would momentarily feel shoving up his ass, the hugeness of the cock that Frazz was blessed with.

The dark man wrapped his arms around Brian, his chocolate flesh nearly covering up the boy's pale pinkness with his bulging masses of power. His dick wriggled and twisted against Brian's hole, teasing the guy mercilessly. Then he lowered Brian down as he shoved himself upwards, a sudden flood of precum erupting from his sex tool and splashing out and down as he rammed himself home with one sudden and powerful thrust.

Brian arched his back and gasped, but his legs held on. He had never felt anything so good and full and satisfying. Frazz's dick was throbbing with an overwhelming surge of the Touch, it exploded outward inside Brian's ass and spread through him as if Frazz's mammoth prick was filling him up utterly, shoved so far inside him and so fat and huge that it filled Brian's whole body. Heavy, sensuous waves of the Touch spread outward until it was in every part of him, as if he were Frazz's dick, an extension of the man who held him, saturated with orgasmic pleasure that soaked into his skin and bone and muscle.

Then Frazz began to pump him, holding him effortlessly as his hips bucked, pulling out and plunging back in almost a whole foot of thick cock, his flexible and agile body allowing him to perform this impossible standing fuck with no seeming exertion.

Someone said, "Holy fuck!" and Chuck responded, "Or something like one." Frazz chuckled in spite of himself and shot his friend a dirty look. Chuck pursed his lips and blew him a kiss.

Then Frazz turned his attention back to Brian and started to Transform the man in his fucking embrace.

He sent it inside him through the fuck, through his dick and precum, and it accompanied the Touch that throbbed and surged through Brian and he started to grow.

Brian could feel it everywhere. He was a dick being fucked. He was the ass the dick was in. He was the dick inside that ass. And he was growing, swelling like a prick, firming and bulging and growing with every pumping fuck. His legs grew heavier and harder. His arms swelled with power and size. He pulled himself tighter against Frazz's enormity and felt his chest developing, felt the flat plates of brawn suddenly rounding and separating, growing heavier, his nipples swelling and tingling from the Touch and the Transform, his whole body getting bigger and heavier.

He opened his eyes and looked down, watching himself grow. His gaze met his lover's dark eyes and he felt like he was falling inside them. His pink skin against Frazz's black flesh was beautiful, the two of them together, and he let go of Frazz with his arms and leaned back, holding on with his legs as Frazz continued to fuck him, reaching his magical dick deeper and deeper inside.

Brian watched threads of veins begin to appear on his skin, tiny meandering rivers that swelled as he watched, their arms reaching further along his muscle, feeding him more Transform. He was changing as he watched, as he was being royally and completely ass fucked, as he became the swollen prick he now saw unfolding and swelling between them.

His dick was growing, lengthening itself and swelling with blood. It was curled between them and unfurling like a hose, like a snake escaping its home. His belly firmed and swelled with a sudden six- pack. The veins traveled out and down and across his torso, some of them swollen even bigger than Frazz's.

"More," he moaned. And Frazz complied. The growth accelerated. He watched his chest, the two globes, inflate with cables of muscle that came from nowhere. It felt so good, so fine and perfect. Like he was cumming, like he was a dick being stroked and caressed to grow bigger than ever, to swell beyond huge. Everywhere, he felt that keen and beautiful bliss.

Frazz placed his hand against Brian's growing chest and passed more Transform into it, and it swelled even more eagerly. He cupped his hands under the pecs and they filled his grip and then grew larger still, balloons of brawn with nipples hard and peaked and tingling with need. He moved his mouth to one and suck hard against it. Fat veins suddenly appeared on the pec as his kiss delivered a fresh blast of Transform.

And he kept on fucking Brian's ass. And together they grew, now eleven feet high, and Frazz unleashed his other cock and it twisted itself around the first and nuzzled against Brian's tight hole and sprayed its own fountain of lubrication and shoved itself inside, double fucking Brian and doubling the delivery of the Touch and Transform to his better body.

He gasped and started drawing in tight, sharp breaths. Chuck moved his lips to the other nipple and again the pec was overwhelmed with veins like an udder. Brian's chest was huge, massively out of proportion to the rest of him, but that didn't last long.

Frazz moved his hand across Brian's belly and the six pack became an eight pack. He moved both hands down Brian's arms and they were suddenly pulsing with fat veins everywhere, then just as suddenly his biceps and triceps bloomed and dropped and firmed like melons. They were tightly packed with rock-hard brawn that seemed to reach up his limbs to his shoulders which were suddenly swelling as well, growing and splitting and bulging higher and higher until his whole torso was a perfectly developed mass of deeply defined muscle.

Frazz moved his touch down onto Brian's legs, still wrapped tightly around his waist, and the thighs flared outward and the calved firmed and bulged and they towered above the others fifteen feet tall.

"Nearly there," Frazz whispered.

"Oh, god," Brian responded. He had never felt so good in all his life.

"Ready for the final blow?" He dropped to his knees and lowered Brian's huge frame to the ground. The earth shook with their shifted weight and Frazz stayed inside Brian's firm ass, leaning his own huge form over Brian's still growing beauty.

Brian moaned, his beautiful face achingly perfect. What he had looked like before, the boy Frazz saw on the dance floor at the Wet Bar was nothing compared to how he looked now. He had full, beautiful lips and bright blue eyes. His dark hair was now jet black and straight and cool. His amped masculinity had begun to grow him a beard and mustache on his sleek face. His whiskers filled in like a deep, dark shadow, his facial fur on the verge of becoming full and rich and as dark as his hair. The shadow of his fur climbed high on his cheeks and brought attention to the deep azure of his eyes. The rest of his body was nearly hairless, and Frazz ached to see the guy's ass now that he was changed. When he saw him on the dance floor, that ass made him hard. Now he was still fucking it good and hard, and he was about to release a last, thick blast of Transform that would bring Brian to his ultimate form.

He leaned down close to Brian, chest to chest, planting his lips on his lover's. Then, out of everywhere, from his skin and prick and cum and scent, he saturated the boy with a final thunderous final charge of Transform.

Brian's whole huge body shuddered. His breathing slowed. His body seemed to relax. Then, under Frazz's eyes, the new Brian emerged.

Frazz felt something happen, which shocked the hell out of him. Brian's torso increased so dramatically that he was unprepared for it. The boy's muscles swelled out slightly, swallowing all but the most bulging of his network of veins, but they didn't stop. Bigger and bigger he grew, his tight muscles swelling and growing bigger even than Frazz's full enormity.

Frazz watched Brian's face changing, his beard growing thick and full, his chin and brow becoming more prominent, his whole face growing incredibly handsome and fantastically masculine.

Something deep and dark rumbled against Brian's chest. It was a moan like before, but so much more. His voice was like a purr, so full of male power Frazz felt himself cumming. He was a fully Transformed man, no other man should have been able to do that. But it was more than Frazz could help, that soft whisper shook him and scratched his balls and sucked his cum from his two dicks. Brian raised his eyes to Frazz's and he smiled. "So good," he said softly, and another heavy orgasm shook Frazz. The voice entered his head and cascaded his whole body with sensual bliss.

"Brian, what...?"

"I can feel it," he said. They were still joined, Frazz's twins still shoved tight and full inside Brian's ass, and Brian did something. Frazz couldn't tell what it was, but he felt it, too. Something was happening. Something inside Brian. Something between them.

"What is it?"

"Mmmm," Brian moaned again. He felt like he was gaining still more weight, and his torso was shoving outward against the dark's man lying atop him. Could he possibly become more muscular? The sound of his voice was drenched with power, dripping with masculine strength and ultimate sexual capacity. Frazz trembled with absolute delight. Then Brian said, softly, "It's... it's this."

Frazz couldn't believe what he felt. But he couldn't deny it either. He could feel it, feel it strongly, feel it deeply, feel it completely.

Brian's ass was sucking his cocks. He could feel his twin pricks being blown about the best he ever felt. Brian's supple, wet ass felt exactly like a mouth, and he'd never been sucked so hard and so constantly in his life.

Brian's firm and perfect ass pulled on his pricks, surrounding them with his wet warmness and sucking against them, making them bigger and harder and then he was bringing them to a new level of sexual bliss, flooding their supple length with the Touch, but it was a special Touch, something entirely new and different, something from the inside and so strong and full and physically fulfilling that Frazz's balls started pumping before he realized he was cumming. His dicks were in a tunnel of heavenly sexual sensation. He was plugged- in to orgasmic paradise

Brian started to nuzzle his neck, he could feel the beard growing, too, becoming full and thick. Then their lips met and Frazz felt another thick jolt of Brian's enhanced Touch sensation, something rich and full that sent his libido into overdrive and he was flooding Brian's ass with hot pumps of his cream, and Brian sucked it all in, every drop, changing it inside, using the Transform Frazz gave him.

Frazz, deep in sexual bliss, pulled together enough strength to push himself up to look down at what Brian was becoming.

He was bigger still. Not taller, but wider and thicker. Super muscled, now, and becoming even larger. His chest bulged outward, the muscles swelling and multiplying by the inch every passing second. Bigger and bigger, his shoulders too, and his arms. His waist stayed tightly compact, but it seemed to be made up of nothing but cables of power. He was growing more heavily masculine, also. A heat was coming from him, and his mingled scent, which was an intoxication of strength and masculinity. His face changed, the brow and chin growing strongly angular, his nose broad and hawkish. His eyebrows filled out, his beard filled in, then he smiled and Frazz was pumping harder than ever.

A forest of dark fur began to sprout across Brian's huge body. It spread across the immense globes of his chest, down his tightly muscled stomach and grew thick and glistening at his crotch. His armpits darkened with hair, long curly tufts erupting out and stretching across to meet the soft carpet atop his chest. His nipples swelled larger, the caps swelling and hardening and pushing up out of his midnight cascade of shiny curls.

Brian licked his lips and winked. "My turn," he said, and then he started feeding Transform back into Frazz through their sexual connection.

Frazz felt the changes immediately. He stretched his arms wide and his chest and shoulders and arms began to swell with renewed muscular power. They bulged huge, almost absurdly large until his upper body looked dramatically out of proportion to the rest of him. Then his body seemed to accept the growth and alter itself all over. He was becoming something from a comic book, someone so well muscled and incredibly proportioned that he looked super human. He stretched back as he swelled with more power, his entire body now drawn into the growth.

Then he felt the changed surround and saturate his butthole. It reminded him of what happened when he gained control of his dick. He was suddenly more "aware" of his asshole, of the dark tunnel of lust leading inside him. It became another tool of sexual facility. It tingled and throbbed and pulsed like an inside-out dick, a dick that lead inward.

"Oh, fuck," he said, grinning.

They traded Transform between them, Frazz feeding Brian's muscular development, Brian supplying his increased size and power back as well as enhancements to the Touch and his new augmented ass. It went on for some time as the others watched, both men growing increasingly large and lost in some mutual haze of intense sexual pleasure until they had shared all they had and Frazz leaned forward again and kissed Brian's bearded face fully and passionately, their huge bodies now overwhelmed with more muscle than any of them, even Chuck, had ever seen.

Chuck was rubbing his chin as he looked at them both, and when he cleared his throat they turned their faces to look at him. "Are you two done, yet?"

Brian squeezed another pump from Frazz through his muscular ass and then said, with a voice drenched in masculine power, "I think so."

Chuck felt himself shudder with a sexual charge that wracked his whole essence. "Well, uh, good. Because there's still one of us who'd like to join the family."

Brian's eyes were saucered as he stared at the muscular bulks lying against each other in his backyward. Their lats looked feet thick. Their mighty chests pressed against each other. Chuck was bigger than ever, and Brian had become someone so solidly male that he seemed to be giving it off in waves. "Holy fuck."

Brian smiled. "Exactly."

Frazz and Brian uncoupled. Frazz felt like he'd pumped gallons of hot cum inside Brian's body, but nothing came back out when he pulled his huge cocks from Brian's talented hole. He'd absorbed it all, changing it to create the staggeringly handsome and massively muscled man he was now.

"That felt pretty good," Brian said after they'd reduced down to seven and a half feet tall. It didn't look like either man could pack all that strength into a package any smaller than that. They looked amazing, almost inhumanly powerful. Shoulders so big and high and round that they looked like bowling balls were mounted under the skin. Chests so broad and thick that the cleavage between the twin hemispheres of muscle looked two feet deep, at least. When they moved, and even when they simply stood there, their masses of muscle flexed and stretched with incredible definition, every stretched and throbbing fiber visible under their caramel and chocolate skin.

Brian bent his arm and reached his other hand atop the bicep as it swelled into a massive ball that split and grew and split and grew again. The muscles were so deeply etched that they appeared almost to separate from one another just to gain space.

Chuck put his hand on Frazz's thick shoulder and caressed the muscle beneath, moving his large paw across the wider expanse. "That's as small as you get?"

Frazz grinned. "Feels like it." To Chuck, it felt as if the man was made of iron. Even his own seemingly unlimited strength couldn't dent the man's muscle. "You want some?"

Frazz eyed Brian, then looked at Joe. "Guess I better be fully charged if I'm gonna outdo you, my dark friend." He approached Frazz and wrapped his hand around the man's broad neck. When their lips met, Frazz gave Chuck a fresh shot of Transform, and Chuck nearly staggered as it hit him fast and full, sinking into his system and enhancing his genetic structure with the new strength and sexual power that Brian brought to the recipe.

Chuck was gifted with ultimate control of his body, ultra-sensitive to its strength and capabilities so when the new powers began to manifest, he attempted to stay at the height he was when Frazz hit him with the full dose, but the augmented strength and size would not be denied. He began to swell visibly, and hundreds of thick, twisting veins popped up across his whole body as the changes took place.

Power on top of power, strength on top of strength, his muscles felt suddenly heavy and full and hard. They swelled outward as the growth proved too much for Chuck to easily control and his chest bulged thicker by the inch. His shoulders inflated and his arms swelled. His belly tightened and then the muscled swelled like fat balls. His dicks pulsed and more fat veins covered the shafts. He was growing stronger and stronger, and it hit his legs.

His thighs and calves swelled outward, and then he became intently aware of his ass, felt it changing, becoming something he could control, something with augmented capabilities. It tingled and throbbed and... and wanted. It wanted to be filled, to pull another man inside, or to pull his own dick in and suck on it, feel its heat and size and firmness, share its sexual strength and pleasure and give it back ten-fold. He knew he could, that he could control it. It felt fantastic!

By the time Chuck was done, he was another foot taller at 7-foot 4 inches and that was the lower extent of his new body, he found that he couldn't grow smaller, there was simply no room. His muscles were now so big and powerful that anything less than he was now felt impossible.

"Mmm," he said, looking down at his improved self. "I'll never get tired of that." Although he felt, at the moment, that he could not reduce himself further, he found he could still change his appearance sufficiently that he felt satisfied. He could also feel the improved strength of the Touch, that it was stronger, too. And he knew from experience that his Voice could be so saturated with male potency that even Transformed men could feel its power. Maybe in time he would regain full control of his new body, and at the moment it hardly mattered.

He had a job to complete. "Brian, Frazz, you let the other guys in on what we've got. That is, as soon as Jesse and Edward stop fucking each other." He smiled as he turned toward Little Joe and curled his finger, beckoning the impossibly beautiful boy into his embrace. •

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