"That's twelve," says Barker as Kyle places the weight on the bench with ease. When Kyle sits up, Donny gasps. He was expecting Kyle to be his normal muscular self, which he was, but he was totally ripped. His chest was totally cut, the division between the upper and lower pecs perfectly visible and the muscle's striations visible through transparent skin. His shoulders and arms looked like muscle anatomy charts, and his abs were a perfect ten pack. But what really startled Donny was Kyle's face. It was drawn and skeletal, like the face of someone in a concentration camp or a starving child. It it weren't for his hypermuscularity, Donny would have believed Kyle was starving to death.

Kyle jumped up and grabbed a gallon of milk from Donny's bags. "So fucking hungry," he screamed as he chugged the milk down.

Mr. Barker walked over and began searching through the groceries. He found several large protein canisters, and opened one. As Kyle finished one gallon of milk, he took the empty container and filled it a quarter way with protein powder. He grabbed another gallon of milk and poured it on the powder. Putting a cap on, he shook the mixture together and handed it to Kyle, who chugged it down.

"What's going on?" asked Donny.

Mr. Barker started mixing another protein drink as he explained. "It started when I gave him the second drink. After about five minutes, he began to complain about being hungry. Slowly, his body began to change. He got more muscular, but all the fat began to disappear from his body. Without food, the boosted formula seemed to be using anything in his body to build muscle. When we got here, he was nearly crying. I figured lifting might help take his mind off his hunger, but it was making it worse. Thank god you got here when you did. I was afraid he'd starve to death!"

Kyle grabbed the third protein drink. Donny noticed that his face was beginning to look normal, then he noticed Kyle's body. He was still ripped, but his muscles were beginning to look bigger.

Mr. Barker made up one more gallon of protein drink, which Kyle eagerly drank down. As Kyle put the drink down, he flexed his finger and looked at his arm, grinning.

"Man, I'm feeling it," he said excitedly. He walked over to the bench and put two more plates on the bar. Getting below the weight, he lifted it up and pumped out 12 quick reps. Sitting up, Kyle flexed his pecs which showed a freaky hardness. "Damn, that was too light! Look at how big these boys are pumped!"

Kyle got up and walked to the dumbells. Picking up the largest weight, he began to do curls. At first, he seemed to struggle with the weight, yelling as he forced his arm to curl the heaviest of weights. But after a few reps, the weights were moving faster. After twelve reps, he slowly and with perfect control lowered the weight and put it back on the rack. "Fuck ya! Look at the size of that! Barker, come an measure it!" Kyle demanded as he flexed his biceps in various poses. "And Donny, make me something more to eat. I'm getting hungry again."

Mr. Barker wrapped the tape around Kyle's flexed arm as Donny pulled out a store-bought roast chicken.

"27 stud," said Mr. Barker as he read off the number.

Kyle raised his bicep to his mouth and kissed it. "Ya! Getting huge! Gimme that," he said as he grabbed the chicken and ripped into it Henry VIII style. "I'm the biggest, baddest guy around," bragged Kyle as he ripped into the chicken.

"Mike's bigger," said Donny.

"Not for long," predicted Kyle. "Look at this bod. I'm growing so fast now, I'll pass him up in no time."

"You did say Kyle had amazing genetics and structure," agreed Mr. Barker.

"Always have," said Kyle. "I started lift'n when I was 10. By the time I was twelve, I was stronger than most of the teenagers in the gym. I could bench 200 and curl over 100. I've always been the strongest kid. Heck, how many other high school kids have 23 inch arms. Ya, Mike was bigger, but that's because of the sups. Now I've taken the same ones and look at me." Kyle put the carcass of the chicken down and strikes a most-muscular pose. Grabbing the tape, he wraps it around his upper arm and flexes, stretching the tape to 28 with ease. "Look at that, an inch just by eating the chicken. I can FEEL myself growing, and it feels good." Kyle walks over to Donny and pushes him out of the way, "Now get me more food so I have something to eat. I'm going to lift now and get BIGGER!"

Donny watched as Kyle stacked weights on the power rack and began to squat. It was a new school record, beating Mike's old record by 90 pounds.

---

Justin's control of Mike was growing stronger. As they left the gym, Justin could feel Mike trying to break away. He needed to channel that energy, and asked Mike to show him how strong he was. Justin couldn't believe it when Mike up-ended cars and stopped an oncoming truck. Mike's power was incredible, and his body was as hard a steel. The physical exertion quelled Mike's inner rebellion, and gave Justin time. Justin was envious of Mike's superhuman strength, and he wanted it for himself.

When Justin and Mike got back to his house, his control over Mike began to wane. "Let me find my keys," Justin said as they reached the door.

"Don't need no keys with this," Mike replied, admiring his arm. He grabbed the door knob and squeezed. The metal made a squealing cry as Mike's fingers pressed into it. Mike turned, breaking any piddly locking mechanism. He threw the door open. Mike's massive frame was too big for the door. He twisted and turned like some modern ballerina to force himself in the house. Justin followed, and closed the door.

Suddenly, Justin felt Mike break free of his control. It was as if all of Mike's strength suddenly fueled his desire for Justin. "God Justin, I gotta have that cock of yours," Mike cried as he grabbed Justin and threw him to the couch. Before Justin could react, Mike had grabbed Justin's shorts and ripped them as if they were paper. Justin's horsecock sprang into view.

Mike's eyes widened, and he lifted Justin like a ragdoll and placed the monster cock in his mouth, inhaling Justin's powerful scent as deeply as he could.

"Stop!" cried Justin. He felt horny, but not as horny as he had this morning or last night with Amy. Instinctively Justin knew that to get Mike's power, he had to be at his prime. He wasn't there yet.

Justin's fear fueled his hypnotic-like control of Mike. Mike froze. "Mike, put me down!" Mike obeyed, but looked longingly at Justin. "Not yet, big guy. I know you want it, and believe me, you'll have it soon enough. But..." Justin needed a way to control Mike. 'What if...' he thought, "but, I want to see you too. Come on big guy, we're alone, show me what YOU got." 'Maybe I can turn Mike's lust for me on himself!' It was Justin's only hope.

Mike grinned, and obeyed. He grabbed the spandex and ripped it off with no effort. He dropped the rags to the ground and stood naked before Justin, his cock twitching with excitement.

Justin knew that Mike was hung, but he was surprised at the sight before him. Mike was nearly as big as he was soft. Justin felt his own cock jump, and Mike suddenly began to become hard.

"So, you wanna see my cock, huh big guy," Justin said, tugging at his own crotch trying to become comfortable. "You're pretty huge too. Must make the girls all wet just looking at you."

"Don't know about that, but Donny likes it," replied Mike matter-of-factly.

"Figures," Justin muttered as his growing crotch became uncomfortable in his pants. Finally, he succumb to the inevitable and pulled off his shorts, his monstrous length pushing out in front of him like a divining rod.

Mike's eyes widened and a dribble of drool escaped his lips and dripped down his chin, but still he didn't move. Justin grinned, knowing his control over the Herculean figure was holding.

Justin walked over to Mike, his cock bouncing up and down. Justin grabbed Mike's dick, causing the big man to shiver and flex. Sizing himself up, he realized that his own cock was a good three or four inches longer and much thicker than Mike's. "You're big Mike, but looks like I'm bigger. Way bigger."

Mike seemed to swoon as Justin's cock rubbed against his own. He began to shake as his desire for Justin fought against Justin's order not to move. Justin felt a cramp in his nuts like he had overshot his load, and knew that Mike was trying to break free of his control.

Justin moved his hand to his balls, massaging the pain away, then to Mike's. Mike's nuts were huge, at least twice as big as his were currently. As he touched Mike's softball-sized eggs, they pulled up. Mike looked hungrily at Justin, and his arms began to move toward him.

Justin squirmed back, screaming, "Stop," but this only slowed Mike.

"Damn, you're so strong," Justin said, flexing his dick unconsciously as he tried to force his will on the huge man.

"I'm the biggest and strongest man ever," said Mike, moving slowly toward Justin. "You deserve only the best, and that's me. Gotta suck on that cock," Mike hissed.

Justin rolled off the couch away from Mike and leaped toward a book case. He grabbed a tape measure that lay there. He pulled out a length of tape, and placed one end at the base of his cock. Willing himself to his hardest, his cock slapped against his stomach. Rising the tape to the end of his cock, it measured close to 15 and a half inches. "See that Mike! Look at this power!"

Mike froze again, his eyes wide with lust. Justin grinned, hoping his plan was working.

Justin pulled the tape down and wrapped it around his cock. The tape was streched just past eight and a half inches. "Check out how fat it is, dude. Can you make yours that fat?"

Justin unwrapped the tape, flexed his arm and measured it. "Check out these 25s, dude. I'm not as big as you," Justin said, flexing into a crab pose, "but I'm still powerful enough to fuck anyone into oblivion." He unflexed, but flexed his abs and thrust his cock forward powerfully. "I don't think you can handle it."

At the challenge, Mike's lats flared and his pecs flexed. His arms went to his sides as he crunched his abs and his traps pushed skyward into his neck. His torso looked like a cobra. His thighs tensed into cords of muscle, and his dick flexed large. "No one is bigger or stronger than me," he growled. "I'm the most powerful!"

"Prove it," said Justin, tossing him the tape.

Mike's arm was a blur as he ripped the tape out of the air. He immediately put it against his cock, reading off the impressive twelve and a half inch number.

"I'm three inches bigger, little guy," bragged Justin. "And I got lots of muscle to back up that extra length."

Mike's cock started to ooze precum as he wrapped the tape around his fat dick. It was slightly thinner than seven inches.

"Not as fat as my man's cock, is it boy?" bragged Justin. His words caused Mike to leak even more. "I'd rip you open and you'd scream like a baby if I fucked you."

Mike growled and flexed his arm. With the end at the top, the tape hung down to the floor. Mike began to wrap it around his peak, and Justin caught sight of the first visible number at the bottom of Mike's low-hanging tricep. It read 25. Mike lifted the tape up to the start point, with increasing numbers spread over his massive arm. He read off the number forty. "That's fucking huge. Biggest muscular arm in the fucking world. You've seen the power! That's fifteen inches bigger than your arm!"

"My dick is bigger than fifteen inches," Justin said calmly. He watched Mike's dick jump at that as the stream of precum increased. Mike's enormous nuts were beginning to pull tight. "Wanna see? Come here and bring that mountain to my dick," said Justin.

Mike shuddered as he walked over. He kneeled down, bringing his upper arm to Justin's crotch. Justin moved forward, positioning the base of his cock at the lowest point of Mike's tricep. Mike flexed hard, but Justin's schlong poked higher than Mike's peak. Mike froze, and Justin could feel that he was entirely under his command.

Justin willed, "cum" with all his might. Suddenly, Mike's body tensed and his cock erupted with streams of white jism that splashed into his massive pecs. "More!" Justin willed.

Mike's face contorted as his orgasm grew more powerful. He lost his balance and fell on his back as his cock shot wildly, spraying the room with his seed. Justin bent over Mike and pressed his own cock into Mike's nuts. He felt them throb as they released their contents. "More!" he willed as he pressed his mushroom head between the sensitive stones.

Mike began to buck up and down with such force Justin's house began to vibrate. Mike's arm struck the floor, cracking the floor boards. "Oh god! Justin! So fucking sexy. So huge! GOD! Not worthy of you!" Mike screamed as his balls continued to drain.

"Ya, Mikey. Look at what this big dick did just by you looking at it," Justin chided. "You aren't ready to suck it!" Justin willed Mike to come more and harder.

Mike's cock exploded, spraying cum all over the roof. His fists pounded holes into the floor. Mike's abs contracted into ten bricks, his pecs contracted in a hard flex so that thick veins shown through his skin forced high by the domes of his iron-like muscle. Mike began to seize with pleasure as his cock shot uncontrollably by Justin's command.

Justin felt Mike's nuts throbbing, spending their seed. Mike's eruption began to wane, and Justin could see that Mike's ballsack was smaller than his own. He permitted Mike to stop.

Mike lay on the ground, breathing heavily. Cum soaked the room.

"How ya doin', BOY?" Justin asked, stressing the word boy.

"Tired. Weak. Undeserving," Mike muttered. "Wanna sleep."

"Ya, go to sleep and recover. When you wake up, I'll make you real weak, I promise." Justin lay next to Mike, rubbing his hands on the sleeping giant's muscles and knowing that soon, all that power would be his.

---

Hours passed as Kyle worked out harder and heavier than he ever had. After every set, he ate, but he always remained hungry. His body as a machine, converting food to muscle, strength and power.

Shortly after Donny got there, Kyle's strength and size surpassed his. Donny watched as Kyle tore through the heaviest weights, becoming bigger and stronger. When the standard weights became to light for him, they improvised so he could lift heavier and heavier. Kyle curled the leg press holding the maximum weights. He did flies with fully loaded straightbars. Whatever was needed, Kyle demanded that he keep growing.

At the end of the day, Kyle was huge. "Ya, big as Mike!" Mr. Barker would say.

"Bigger," bragged Kyle, looking at his huge, ripped body. "Funny, though. Not as hungry as I have been."

"Must be maxing out," Donny said, giving Kyle a protein shake.

"Max is the word, wimp," Kyle said, taking the drink and finishing it with one long gulp. "Man, kinda weird to feel full again," Kyle said, rubbing his hand over his brick-like abs. "So, more lifting?"

"Not sure that would do any good," said Donny. "The supplements are maxed out. You might get a little bigger over the next month, but for now, you're done growing."

"Well, let's see how big I am," Kyle said, looking in the mirror. "Shit! Fuckin'g hulkin' out!" He hit a few poses, watching as massive mounds of muscles flexed and gyrated under his control. "Get me a tape!"

Donny got the tape out of his bag. "Guess it's truth time," he said. "Let's do the show muscle first. Mike's are forty."

Kyle grinned, raised an arm and forced a mountain to rise. "Look at that mass," he said, rubbing his free hand over it admiringly.

Donny placed the end of the tape on the top of Kyle's arm, and indicated for him to hold it. He dropped the tape, then wrapped it around, positioning it over the thickest part of Kyle's huge arm. Kyle's face turned red as he saw the number. He flexed hard, but the number didn't change. "39," Donny said.

"Fuck! He's still bigger than me!" Kyle picked up a 500lb bar like it was a feather and tossed it into a wall, cracking cement blocks.

"Calm down big guy," said Mr. Barker, taking the tape from Donny. "We can still,"

"Get that thing away from me!" ordered Kyle. "What's the use if Mike is bigger!"

"There's still one more drink," reminded Donny, who was reaching into a bag and pulling out a glass. He walked over to the fountain, and filled it with water, then handed it to Mr. Barker.

Mr. Barker hesitated. He may be the smallest of the three, but he was young again. And handsome. And he had a body that most men would die for.

"Don't worry, I have the restorative here," reminded Donny.

Mr. Barker took the drink. He stared at it for a second, then drank it quickly.

He looked at the empty glass for seconds. "When will it," he started, then closed his eyes and fell forward. "Shit, what's happening?!" Mr. Barker rolled from side to side, a bulge growing in his pants.

"You know what you need to do," Donny said to Kyle.

"Ya." Kyle strode over to Mr. Barker and grabbed him by his pants. Kyle's forearms flexed and his shoulders bulged as he ripped the material.

Mr. Barker's growing erection sprang up like a piece of bread in a toaster.

"Damn, look at that thing grow," said Kyle. "Looks like it's 10 inches now. You guys were way bigger than that when..."

"Ya," interrupted Donny. "Just don't waste anything when he explodes. I figure he's got another five or six inches before he'll cum."

"He's gettin' there pretty fast," said Kyle, moving toward Mr. Barker's cock. Kyle stuck his tongue out and lapped at base of the mushroom-like head, causing Mr. Barker to groan and writhe, his cock growing even faster.

"Ya, get into position."

Kyle looked at the massive monster, and stuck his mouth over the head. Almost immediately, Mr. Barker exploded into him. Kyle sucked as hard as he could, making sure to get every last drop. As the eruption subsided, Kyle pulled his lips from the man's shrinking cock. He jumped up, screaming, "Time to grow!"

Mr. Barker lay on the ground, unmoving. In seconds, his hard body began to change. His defined abs became flat and saggy. His youthful skin looked aged, his eyes sullen, but he retained a full head of hair. His boulder-like pecs began to sag, and his thick thighs became as thin as pencils.

As he sat up, he saw Kyle standing before him. He was pulling down his shorts. As he stepped out of them, his eyes widened. "I feel it!"

Kyle's body looked like a balloon attached to a can of helium. With a sudden spurt, every muscle group began to expand larger. Kyle rans his hands over his expanding pecs and in the deepening valley between his cinderblock-like abs. He cupped his cock, and grinned, feeling it becoming longer and heavier as his size and strength increased.

Donny watched Kyle in amazement. "Whoa," he said, thinking how Kyle compared in size and strength to Mike. Donny's eyes were drawn to Kyle's cock. Kyle had always been small, a skinny dick that barely reached five inches. The snake that he was growing now was easily five inches around soft, and at least eight inches long. Donny's mouth went dry thinking about the hang the powerful man was developing.

Kyle flexed his arm, watching veins burst our of his forearm and over his thickening bicep. "No way Mike is bigger than this," he said. Kyle felt like a nuclear power plant was fuelling his body. He felt more powerful than he had ever felt. He also felt something else. "Like what you see, Donny boy? Wanna worship this body?"

Donny stared at Kyle's massive cock. It was so big, it seemed to call to him. He wanted it with a blood lust like he had never felt before. "Yes, sir. Please... gotta have you."

"I bet you do," said Kyle as his new growth slowly ebbed. •