Donny had gotten ahead of Mike as they chased Mr. Barker. Mike lumbered like a wounded cow. His face was red and he was breathing hard. When he got to the back of the hotel, he fell against the wall. Donny looked up. "Mike! Are you OK!"

Mike couldn't speak, but kept panting. "So," he let out a wheeze that sounded like a pinhole in a balloon, "weak." He panted heavily for another minute. "Donny, where'd he go." Mike panted some more.

"I saw him go in here," Donny walked over to his now fat friend.

"We gotta find him," Mike cried, a tear running down his cheek. "Look at me. I'm covered in sweat and can barely move. I use to be able to run the 100 in 18 seconds. Now look at me." He pulled on the door, and grunted as he had trouble with the taut hinges.

Donny followed Mike in. "We'll find him." They began to walk through the hotel, searching for their teacher and the box of supplements he had taken.

As they approached the lobby, Donny saw a muscular young man leaving the rest room. He was carrying their box.

"Mike, look!"

"Who is that? Shit, has he been at the stuff! Look at that body."

"Shhhh...." warned Donny. "We don't want him to see us." Donny and Mike got closer, as the man walked over to a phone. "Ya, he's definitely big, but no where as big as you were Mike. We gotta get that box!"

They listened as the man called their principal. It only took them a second to realize that the young man was Mr. Barker, and that he was quitting his job. He put the phone down and started walking toward the front door. Mike and Donny quietly followed him.

Mr. Barker strode with new confidence. Donny and Mike followed behind, watching their teacher's new muscles ripple and flex with each step he took. He seemed oblivious to the fact that he was being followed, too caught up in his new muscular vigor. He probably wouldn't care if he did notice. His powerful body could now easily out muscle both of the weakened jocks with no problem.

Mr. Barker turned the corner and walked down a residential street. "What's he doing?" asked Mike.

"Looks like he's looking for a house. Hey, doesn't Amy live somewhere near here?"

"That slut! Hasn't she been all over you?"

"Ya," Donny admitted. "She wants out of this town and was using me. Doubt she'd like the new me though. Justin was always hot for her. Wonder if Mr. Barker..."

"Dude, that's sick. He's like way older than we are."

"Ya, but look at him now! He's just her type." Just then Donny saw someone approaching from the other direction. Even from this distance, the man was huge. "Quick Mike. Over here!"

"But isn't that Amy's house there?"

"Ya, but isn't that Justin coming down the street! We gotta hide!"

As the hulking figure walked under a street light, Mike could see that it was Justin. But he was huge, even bigger than the last time they saw him. In fact, he looked almost as big as Kyle. Justin was wearing shorts, and his thickly muscled legs were deeply ripped. He had a tank top that was cropped to show a perfect 6-pack, and his pecs created a thick shelf that tented the shirt over his thin waist. His arms were thick and strong, and he walked with the same confidence that Mr. Barker displayed.

Mr. Barker stopped in his tracks when he saw the other man. He was concealed by darkness, and the large interloper had not yet seen him. He walked over to some shrubs and put the box down, hiding it. He then stepped into the light. The other man stopped, and Mr. Barker approached the huge stranger.

Justin flexed his chest, bouncing the thick muscles as a primal challenge to the other man. The man was big, but not as big as Justin. "Wassup," Jason said, not as a question, but as a challenge.

"I'm here to visit someone," replied Barker, trying not to be intimidated. He now recognized the man as Justin, but he was even bigger and more powerful than the last time he had seen him.

"Me too," replied Justin, then adding after a brief pause, "little guy."

Mr. Barker's felt a swarm of butterflies in his stomach at this challenge. He took a deep breath, and felt his now thick pecs rub against his shirt. "Not that little," he challenged back. He tried to make it sound convincing.

Justin paused. "Don't recall seeing you before," he said, looking the guy up and down. He grabbed the base of his top, and in one fluid motion, lifted it over his head. He flared his lats and flexed his pecs, showing off every inch of his 60 inch chest. "This is what I got. You?" Justin stood, hands on his hips, muscle flexed and stared at the Mr. Barker.

Mr. Barker accepted the challenge. He removed his shirt and began to flex in front of Justin. Both men began to circle each other.

Unknown to Mr. Barker, Donny and Mike had been making their move. Once he put down the box, Mike started to run toward it.

"Hey, careful Mike. We don't want him to see us!" Donny warned. Working in the shadows, the two powerless ex-jocks snuck up to the box. It was trash night on the street, and as they snuck over to their target, Donny grabbed another cardboard box about the same size.

"What's that for?" Mike asked.

"So Barker doesn't know we took the sups!"

"Fuck man! That's thinking ahead," Mike said.

While the now buff Mr. Barker and super-buff Justin parried, Mike and Donny substituted their garbage box for the supplements. Mike could barely carry the box, he was so weak, but they managed to get away.

"Nice man," said Justin, groping Barker's hard chest. "But not as nice as mine." He grabbed Barker's hand and raised it to his own chest. Justin flexed, trapping the man's hand between the two melon-sized mounds. Barker tried to pull away, his arm flexing in rebellion, but Justin's flex was too strong. "Ya man, when Amy checks out my bod, she'll forget all about Captain America."

"Amy?" Mr. Barker said. "Amy Pilkington?"

Justin unflexed and Mr. Barker pulled his hand out, stretching the fingers now that they were free from the crushing power of Justin's chest. "Ya, is that who you're looking for? Shit. Why would she want a wimp like you when she could have a handsome, sexy stud like me." Justin hit a double bicep pose, showing the size of his superior arms.

Mr. Barker flexed, but his arms, though peaked and muscular, were dwarfed compared to Justin's superior guns. Justin laughed, brought his arms down and grabbed his crotch. "Besides, my muscles ain't the only thing big on me." He reached down, grabbed his shirt and pulled it on. Justin walked toward Mr. Barker, placed his hand on Barker's shoulder and pushed him out of the way with ease.

Barker watched as Justin walked up to a door. He knocked, and Amy opened it. A look of surprise changed to giggles of delight as she let Justin in her house. A few moments later, he saw a light turn on on the second floor. A shirtless Justin walked to the window and closed the blinds.

Mr. Barker felt his anger building. "We'll see about that." He went to the shrubs and grab the box he had hidden there.

Mike and Donny carried their treasure through the shadows between two homes. They found a detached garage with an open door, went in and turned on the light. Mike put the box down with a thud and shook out his hand. Looking around, it appeared that the garage had been converted to some kind of workshop, with a sink and lots of power tools.

"I hate feeling this weak. That box should be nothing, but I could barely carry it here." Mike complained.

Donny locked the door and went to the box. He started lifting bottles out, reading the notes on them.

"Come on Donny. Someone might come. They can't see me like this!" Mike lifted his flabby stomach and dropped it. It vibrated like jello.

"I gotta get this right Mike. We can't make another mistake like last time!"

Donny looked around. He lifted a bottle, took it out, then reached in and grabbed a note. "Bingo! Here's a key." Donny looked at the paper. "OK, this paper says what each bottle does."

Donny looked at the bottle he pulled out. "This one is MNR. According to the sheet, that means 'muscle neutralizing reaction'. This must be the one we took before."

"Keep that away from me. I barely have any muscle left for it to neutralize," said Mike.

Donny began pulling bottles out, looking for something. He pulled three bottles out. They were labeled 'FM', 'MGF' and 'MB'. "I can't see anything that will definitely restore our muscles, but I think this might work. This one is a fat metabolizer. This one says that it converts food into muscle, but is marked a failure."

"But that's the one we took originally!" Mike exclaimed.

"Ya. The guy who invited this stuff must have believed our little gambit." Donny picked up the third bottle. "This one is called muscle boost. I think if we mix the three together, it might reverse the effects."

Donny walked over to the sink. There were a couple of glasses. He took a scoop of each of the powders and mixed it with water.

"Give it to me," said Mike.

"No, let me try it first. If it doesn't work..." Donny downed the drink.

Donny stood there for what seemed to Mike like hours, but was only a minute. Donny began to wobble a bit, like he was losing his balance and began to stagger. "Mike, I feel funny. Something is happeni..."

Mike ran to try and support Donny. As he grabbed the thin man to support him, he felt something. Donny's soft body began to harden. He waist become hard and he felt abs pushing through the skin. Donny also seemed to be getting heavier, and his chest was pressing against his shirt. "Donny! It's working!" Donny's legs began to thicken in his shorts and his tank top began to pull tight as his lats spread like wings and his shoulders broadened. His arms thickened and Mike began to rub them, feeling the power return to his friend.

In less than a minute, Donny once again had his Captain America body. His good looks and brilliant smile showed his pleasure. "Ya, that's more like it!"

"My turn." Mike ran to the sink and made up his own cocktail. He downed it in a single gulp. "Come here Donny, I may need your help. It looked like it was a bit disorienting on you."

Donny walked over and Mike began to wobble, his 350 pounds of flab nearly falling to the floor. Donny's restored muscles flexed to support the big man. Mike's waist began to thin as his mass redistributed itself. His pecs grew and his arms became firm. "Oh ya, feeling stronger" Mike said as he raised his arms and felt his chest growing larger. Donny put his arm on Mike's bicep and felt the 28-inchers become like steel. Mike's thighs ripped and his calves became like diamonds. Mike's lats expanded and pushed against Donny, forcing him to step backward while he continued to support the strengthening behemoth. Within a minute, Mike stood under his own power and flexed his mountainous arms. "YA!" he cried, and flexed into a crab pose that strained against his clothes.

Suddenly, Donny cried, "Mike!" He grabbed his stomach and hunched over, "Something's wrong!" Mike looked at Donny, and saw that his muscles were throbbing and seemed to be growing larger. Mike grabbed Donny's arm and felt his grip being forced apart by Donny's strengthening bicep. "Must be the muscle boost. Didn't think..." Donny's stood up straight and his head snapped back. Mike heard a tear as Donny's tank top couldn't stretch any larger and his lats and pecs expanded. Donny's ripped waist became a perfect muscle gut. His legs thickened and strengthened. Mike watched as Donny became as large as Kyle, then kept growing. He rubbed his hand over his friend's muscle pecs, feeling their strength and weight and soon realized that Donny was approaching his massive size. Mike felt a pang of jealousy as Donny's growth slowed.

"Donny, flex!" Mike ordered. Donny reacted, raising his arm in a huge bicep. Mike flexed his own arm. Donny's bicep was at least as big as Mike's, if not slightly larger. Before Mike could react, he felt a strong cramp in his own gut. "Oaaaaahhh!" he cried, "Yes!" Mike began to feel even stronger.

Donny watched as Mike's already stretched shirt ripped from his body. His massive 80 inch chest exploded with more size, his ballooning pecs forcing into the man's chin. His traps pressed into his thickening neck, and his lats pressed his arms wide from his sides. His shorts ripped as his thigh muscles fought against each other for more room. Whatever fat remained around Mike's gut vanished as row after row of abs burst into view and his intercostals came into view as ripped perfection. Mike flexed his strengthening muscles as he grew. Donny couldn't help himself, his hands groping and pressing into Mike's ever more powerful body. As Mike's growth slowed, Mike's hands joined Donny's in appreciating his larger body.

"Fuck Mike! You're a fucking hulking muscle freak!"

"Damn right I am! Can't wait to see Kyle's face when he sees these cannons." Mike hit a bicep that was inches higher than Donny's 28s. Mike grinned, no longer jealous of Donny's growth. Mike was obviously number one.

"Hey Mike. There's a tape. Let's measure those peaks!"

Donnie grabbed the tape as Mike's hands continued to appreciate his massive body. Mike placed his hand under the inches deep pec shelf and hefted the heavy meat, weighing it and admiring its dense hardness. When Donny came back with the tape, Mike flexed his left arm, and rubbed his right hand over the incredible boulder. Donny wrapped the tape around Mike's massive arm, and read out the number. "Fucking forty inches. That's a foot bigger than you were before."

Mike felt his cock press against his already straining pants as he realized just how big he was.

Donny tried to wrap the tape around Mike's chest, but the 8 foot tape was too small. Mike's waist was 35 inches of rock hard ripped muscle, and each thigh had passed the 50 inch mark. Every time Mike flexed, striations of thick muscle pushed through paper thin skin as muscle dominated every aspect of his body.

As Mike posed for Donny, he saw some metal pipes and braces. He pushed Donny aside and grabbed a three inch thick pipe. Grinning, he held it between his hands and flexed. The pipe squealed its objections, but bent in half as if it were a piece of clay. Not satisfied, Mike forced the straining steel to bend over on itself and tied the pipe into a knot. "Oh ya! Fucking easy for these!" Mike flexed his arms showing their superiority.

Next, Mike grabbed a half inch steel dowel. Mike positioned it across his stomachs, between his rock like abs. Mike flexed into a crab pose, trapping the steel between his flexed muscles. Mike squeezed hard. When he relaxed, he pulled the rod out. Not only had it been forced to conform to the outline of the muscles, it had actually been flattened. Mike tossed it to Donny whose eyes widened as he looked at the 'V' in the steel that represented Mike's main divide and the round outline of his bricklike abs, now preserved in steel.

"Damn, I missed having abs more than I knew," said Mike as his hands traced the contours of has muscle gut.

Finally, it was too much for Mike. He shed his pants and his erect cock bounced off his powerful abs. Mike grabbed his long dick and squeezed, his popeye-like forearms commanding his fingers to stimulate his manhood. 'Like a steel pipe,' he though as his powerful hand met the resistance of his turgid meat.

Donny dropped his pants and joined Mike as the two muscle monsters circle jerked in appreciation of their returned power.

In Amy Pilkington's house, another sexual act was occurring. When Amy saw Justin's new body, she had to find out what happened. He didn't hesitate when she invited him up to her room and closed the door. She let out an audible gasp when he pulled off his shirt, and flexed his Mr. Olympia sized chest and arms.

Amy didn't refuse when Justin offered to let her feel his muscles, and he laughed at the awe in her voice when she said he was bigger and more handsome than Captain America.

"Donny's a skinny weak wimp," he said as he moved her hand to his muscle gut and flexed hard.

Amy rubbed her hand over the mounds of muscle, then began to trace their contours. Finally, she let her fingers run down the center of his abs, over his belly button, and into his shorts. She gasped when she touched his cock. Her had grabbed it, her breath becoming deeper and more excited as she felt its thickness and weight. Her hand tried to judge its length, but it was too big.

"I'm bigger than Donny everywhere," bragged Justin. "Go ahead, see for yourself."

Amy didn't have to be told twice. In a flash, she had Justin naked. As she saw his monster cock, she became hypnotized by Justin's manliness.

Justin pulled Amy toward him, and lifted her top. Undoing her bra, he marveled at her firm, perky, perfectly formed breasts. He felt his organ hardening and thickening as he began to kiss her passionately. As they kissed, he slid her shorts down and she kicked them off. He rubbed his organ against her underpants, and felt them moisten with her warm juices. Amy's body heat was rising with desire for Justin and his magnificent body.

"You've got the greatest breasts," Justin whispered to her. "How'd you like to feel my monster cock between them?"

Amy's answer was to bend down. Grabbing both her girls she wrapped them around Justin's manhood and squeezed, rubbing her soft female skin against his hard rod. Justin's meat began to leak precum as he watched Amy's eyes widen at feeling his power rod between her firm breasts.

Sighing heavily, she looked at him and cooed, "Can I suck it, please," her eyes begging him for permission.

"Only if I can return the favor," Justin said, putting his arms under hers and lifting her up. He then moved one of his big hands to her crotch, and began to rub it.

"Ohhhh..." Justin had to steady Amy as her knees nearly gave out. "Please..."

Justin lifted Amy and placed her gently on her bed. He lay next to her in a sixty-nine position. As he felt her warm tongue begin to lap at his organ, he pressed his face into her crotch and forced his tongue between her womanly lips. Justin worked his powerful tongue as Amy ran her mouth over his prodigious meat. He could feel her warm mouth sucking on his head, then her tongue running along his shaft, and her mouth sucking on his balls. Her arms were stroking his massive thighs and calves, testing the muscle as she squeezed and stroked them. It felt so good. He returned the favor by massaging her clit with his tongue and inserting it powerfully into her tube. As he did this, she began to have mini orgasms as any control she had left her body. The more he stimulated her, the more sounds of pleasure she began to make.

Pulling back, Justin asked, "Do you want me to fuck you?"

"Oh yes... oh god yes... but..."

"I'll be gentle. Don't worry, you're so wet, so sexy..." Justin reassured her. He pulled wrapped his arms around her, hugging her as he kissed her pussy before flipping over. He began to kiss her as he ground his cock against her, rubbing her clit with his hard, long shaft. His muscles flexed as he gyrated his groin into her. Amy rubbed her hands over Justin's powerful torso, her body heat rising.

Justin moved to the corner of the bed. Lifting Amy like a china doll, he sat up and stroked his organ. "Come here babe. You sit on it. Go as slow as you want." She strattled him, and he kissed each of her breasts as one of her hands grabbed a hold of his traps and the other positioned his monster meat. She pressed his fat head against the opening to her vagina. Justin pressed. He felt her warmth engulf his head, and Amy screamed with pleasure. Justin's legs flexed as he pumped his meat into her, all the while letting her control just how much of his length she took. Slowly, she took more and more of his manhood into her while he kissed and sucked on her breasts. She stroke his arms and pecs, and he flexed for her. He could feel her getting wetter and wetter as her pants turned into coos of pleasure.

When about nine of his hard throbbing inches had invaded her, he felt her tighten around him. Amy's head flew back, and she screamed, "OH GOD YES". Justin felt her warm juices flowing over his cock, and he gently pressed further into her. "Justin! Never imagined. Oh god!" He felt her spasm as her orgasms continued. "So big. So strong. Oh! More. Oh please." Justin flexed his dick, stretching her as he thrust inch after inch in and out of her. Amy's fingers dug into Justin's massive pecs, his steely-hard flex easily resisting her hands. "So manly... biggest... oh..." Amy's words trailed off into inarticulate grunts and pants as Justin's monster pressed deeper into her. Her juices lubricated his passage, and she was able to take every inch of his incredible length. When his groin rubbed against hers, he pressed into her clit, causing her orgasms to accelerate. He felt her tightening against him, so he flexed his cock, forcing it harder. Amy screamed with pleasure.

"You ain't seen nothing yet," Justin whispered to her. Hugging her, he began to stand. Amy wrapper her legs around his waist, and his thighs flexed as he lifter her. His abs flexed as he continued to thrust his massive cock in and out of her, holding her up with his powerful body.

"OH. SO... STRONG..." She kissed him passionately as his muscles and strength made his fucking her so much more intense. "MORE... AMAZING... OH GOD... CAN'T STOP CUMMING... JUSTIN..." Amy's screams were exciting the muscle god more than he ever imagined.

"God Amy... You are so good. I'm close to cumming... Want me to cum?"

Amy's eyes had rolled back in her head, but she grunted a yes. Justin kissed her deeply, feeling her sexy small body against his big muscular form. The thought of his new strength and sexual prowess filled his mind. He felt his balls tighten and his dick becoming even harder. Amy's breathing was heavy as his powerful muscle fuck continued to cause her to orgasm uncontrollably.

Justin's cock exploded into her, mixing his cum with her juices. Their crotches become soaked with man and woman liquids as Justin squirted more and more into Amy. Justin's body tensed and his muscles flexed as he screamed and creamed. He felt his balls pumping his seed into Amy. Justin's orgasm lasted for fifteen seconds or more. When he finished, Amy fell limp in his arms, passed out from the power of his love making.

Justin pulled out of her and lay her on his bed. He looked at her firm breasts rising and lowering with each breath. He leaned over and kissed her.

Suddenly, Amy's body began to convulse. Her ample breasts seemed to deflate, and her thin waist bulged with fat. Her toned body became flabby. Her white skin became blotchy and her hair lost its sheen. Justin was about to react when he felt light headed. His huge balls seemed to pulse, and a wave of strength and energy rolled through his body. Justin felt heavier, bigger, and turned to look in the mirror.

It was happening again. He watched as his pecs began to balloon larger. His already ripped waist thickened with more muscle, and became more shredded. His arms pulsed with more energy. He struck a bicep pose, and watched the peak grow higher and higher. His quads pressed into his big nuts, pushing them forward. His calves thickened, and he felt strong and fast, as if he could run a hundred yards in seconds.

"Ya! Grow!" Justin hit a crab pose and watched every muscle flex larger, getting totally ripped. He grinned, noticing that his features were becoming even more handsome and manly than before. He turned to the side, and struck a side chest pose, noting his growing pecs and their roundness. His rack now hung almost a foot over his rock-like abs. "Bigger," he growled as he raised his arms into a twisting double bicep. That's when it hit him. He was as big as Mike had been. As his growth slowed, he bounced his eighty-inch chest and admired his twenty-eight inch arms. He grinned, noting that he was easily as handsome as Donny had been. And his posing was as fluid and graceful as Kyle.

He looked at the ugly fat Amy and laughed. "Thanks girl. Looks like fucking you made my transformation complete. Can't wait to hit the football field! I suspect you were just fucked by the new quarterback!"

Mr. Barker got back to his apartment. He threw the box on his coffee table and opened it. It was filled with magazines. Frantically, he began to rip through the paper looking desperately for the amazing powders that were no longer there. "NO! I've got to find them!" Mr. Barker turned to return to Amy's house to trace his route. •