“Some people never learn”, smirked Justin, “But it really wasn’t your fault. No one could resist the power of this cock”. Justin was holding his prize package in anticipation of it growing even bigger and more powerful.

Kyle began to moan. Sweat poured from his muscular form. He tried to stop the pressure that was building inside his groin. But his body couldn’t resist the influence of Justin’s cum. Kyle’s balls churned. He gripped his cock to squeeze it shut from releasing his precious muscle fluids. But even with his Herculean strength, he couldn’t close his thick, steel pipe-like meat. Kyle’s strength faded as Justin got down on his knees and placed his mouth around Kyle’s ample dick. Kyle’s balls churned and he screamed, “Noooo!”. But it was done.

Justin sucked the last drop from Kyle, as Kyle’s ever decreasing cock went limp. Justin stood up and raised his arms in victory. He could feel the power surging through his already impressive physique. Justin’s body actually glowed with virility. Justin looked down at Kyle. Kyle’s muscles where changing from firm, bulging mounds of ultimate strength to soft piles of disgusting fat. Kyle was now more obese than before. He was so bloated with over 500 pounds of fat, he couldn’t stand. He looked like a turtle turned on its back, flailing his arms and legs about. Tears rolled down his puffy face as he tried to move.

Justin turned away from the appalling display and focused his attention to Mike and Donny. “Behold the new king, no emperor of the school, if not the world”, as Justin talked he did an impressive double bicep pose. Mike and Donny watched as Justin’s biceps increased in size. In fact, every muscle was expanding on Justin’s awe inspiring body. Muscle was building on muscle. Every muscular line clearly defined through his paper thin skin. Justin never felt such power and masculinity.

Behind Mike and Donny, the front door opened slightly as Mr. Barker poked his head in to see what was happening. Spying the overweight Kyle on the floor and the ever expanding Justin, he knew the plan was on track. He entered the room, and the entire football team followed.

Justin noticed the group entering, “Great, more subjects to worship the new emperor. Enjoy the show boys.” Justin’s body actually grew a few inches in trying to accommodate his new muscle mass. He was now taller than Mike. But the growth of his muscles outpaced his height. Justin kept massaging his body. Feeling the thickness of his pecs, he could now hid three fingers underneath the beefy overhang of his powerful tits. He moved his hand down to his deeply etched ten-pack. He tried to continue the exploration of his perfect body, but his hand was being pulled away by the bulk of his upper arm. His colossal bicep was fighting for space with his triceps for room on his arm bone. His growing lats forced his arm to extend out away from his body. He also had to adjust his stand, as his thighs grew to over 60” in girth. He looked down, and even though his chest was immense, he saw his growing cock stand out in front of his body. He needed to feel his manhood, it looked so powerful. But he couldn’t move his arms. Suddenly a look of terror took over Justin’s face. He was literally becoming muscle bound. His already thickly muscular physique, couldn’t handle all of Kyle’s muscle mass too. He became one enormous mass of hard muscle.

Mike and Donny were both sporting hard-ons, mesmerized by Justin’s muscle show. Mr. Barker came up behind them and broke Donny from the trance. “Donny, It’s time for the next part of the plan. And don’t forget, I’m first.”

“Yes, I know” said Donny, “Let’s go Mike. I’m going to need your help”. Donny removed a sports bottle from his gym bag as he and Mike stood and walked towards Justin’s hulking frame. Seeing the sports bottle, Justin knew something was up. He tried to turn his body away from Mike, but he only succeeded in losing his balance and fell backwards. His back hit the wall behind him, propping his body up at an angle. The impact of his 700 pound physique cracked the drywall. Justin was freaked out by his predicament; he couldn’t concentrate on anything else. He could have easily controlled everyone in the room with the increased power of his immense cock, now over 24” in length. Justin asked, “What are you assholes trying to do?” Donny raised the sports bottle to Justin’s mouth. He quickly shut it tight. Even the muscles in his face were stronger and more defined. Donny knew he couldn’t force Justin’s mouth open. Mike started to fondle Justin’s hardened body. He never felt muscle that was so unyielding. Mike traveled up Justin’s arm over his 10' plus chest, down his cobble-stoned abs to his all powerful cock. Seeing that Mike was loosing focus of the mission, Donny punched him in the gut. Still very sore from his earlier encounter with Kyle, Mike flinched and looked down at Donny. “Sorry, dude”, Mike said, “But you should feel this thing, it’s incredible.” Donny responded, “Just grab his nose”.

“Who’s pathetic now?” asked Mike as he reached past Justin’s shelf-like chest and pinched Justin’s nose closed. Needing lots of oxygen to maintain his mass, Justin shortly started gasping for air. Donny quickly squeezed the contents of the sports bottle into Justin’s open mouth and added, “This was the MNR formula we drank that made you the monster you are. Now it’s time to make things right. This one’s for the whole team you abused to get this freakish body you wanted so badly.”

Immediately, Justin felt a change. His body was heavier and more of a burden as his strength left his massive muscles. All his power was going to his growing balls. They ballooned in size, from coconuts to beach balls in seconds. Justin cried, “No, this can’t be happening to me. I’m the emperor. I’m a god. I’m all powerful”.

Mr. Barker knew what to do next. He told the football team to stop staring at Justin and to take off all their clothes. Normally, that wouldn’t be a problem for the jocks, but since Justin took their muscle mass and big cocks, they were embarrassed to be seen nude. Noticing their lack of stripping, Mr. Barker stated, “If you want to get your muscles and cocks back, take your clothes off now”. Mr. Barker removed his pants and stood naked in front of the whole team; his wrinkled, old body looking thin and frail. Realizing they all looked better than Mr. Barker, the team started to remove their clothing. The whole team looked like whales or wimps, with their hands cupped in front of their unimpressive erections.

Justin’s balls and cock continued to grow as more of his muscle strength was being absorbed. Both Mike and Donny were stroking his cock now, just waiting for the eruption. They saw his balls, now resting on the floor and as round as bicycle tires, start to spasm. “Get ready to be real men again” said Donny looking at the team of weaklings in front of him. Justin gave a guttural moan as he was on the verge of the world’s greatest orgasm. His balls tightened and Mike could feel the cum moving up through Justin’s huge hose. Mike grabbed hold near the head of Justin’s 4' cock as Mr. Barker stepped closer. Mike aimed for his mouth. The first shot came at such force it knocked Mr. Barker unto the floor. Mike kept the flow pouring onto Mr. Baker’s body, coating him in thick, sticky layer of powerful spunk. Then he moved on to his teammates. Mr. Barker scooped up the cum from his chest and drank as much as he could, then rubbed every last drop into his body. He felt his skin tightening and his muscles hardening. Knowing his body was going to be young & fit again, he focused his attention on Kyle.

Mike continued to hose down the team with volley after volley of hot semen. Donny told them to rub it into their skin and swallow what they could. The team was changing before his eyes. The chubby ones’ fat was melting away. The thin ones started to look toned. Their small cocks were increasing in length and girth. As their muscle mass increased, each man’s attention went to their team mates new, improved bodies. They started rubbing and groping each other. Their supremely athletic bodies were back. Finally their facial features became more masculine and they started kissing. Donny and Mike had a perfect view of the hot, jock orgy as they continued to spray them with the last of Justin’s cum.

Mr. Barker was scooping the cum off the floor in his hands and carrying it over to Kyle. He started rubbing it into Kyle’s flabby bulk. He went back and forth as quickly as he could before the cum dried and became useless. When Kyle had lost about half his fat, he was able to crawl by himself and started licking the cum from the floor.

Donny and Mike turned to watch Justin’s once majestic body and proud cock shrivel down to nothing. Justin passed out from the effect of the incredible muscle loss. He looked like a blob of loose skin hanging on a skeleton frame. Mike held Justin up with one arm wrapped around Justin’s now sunken chest. Mike looked down at Justin’s balls and said, “Donny, it looks like there’s a little left. Do you want it?”

Donny answered, “No thanks, I like my body the way it is”.

“So do I”, smiled Mike, “I guess I could use a top-off”. With that said, Mike put one hand on Justin’s chest and another below his groin. One of Mike’s huge hands was able to hold both of Justin’s rail thin thighs now. Mike effortlessly pressed Justin up over his head. He lowered Justin down so his dangling cock entered Mike’s mouth. He pressed Justin up and down as he sucked the last of the cum. Mike repositioned his hand so to grab onto Justin’s balls. Mike squeezed hard and the remaining cum was forced out. Justin groaned as his balls were being crushed by Mike’s powerful grip. The essence of Justin’s masculinity was being forced out of his balls and digested by Mike. When Justin was dry, Mike set him down gently on the floor. He looked so frail, even smaller than before, younger, like he hadn’t yet gone through puberty. No longer a man, but a very feminine looking boy. Mike almost felt sorry for him.

But then Mike felt something else. His body tingled all over. All his wounds healed. He felt a powerful rush through every molecule of his body. Donny looked on as the changes took effect. Mike’s legs lengthened, adding a few more inches to Mike’s already imposing stature. His hips narrowed, making his waist tighter and more compact. His shoulders broadened. His hands, feet and cock grew. Donny noticed Mike’s muscles increasing in size to match his height, keeping his perfect proportional physique. His ideally symetrical muscles looked even more defined. Mike’s pectorals stood out further from his chest defying the pull of gravity. His ass became higher and rounder. His golden bronzed skin looked like it was shrink-wrapped expertly around each muscle group. A light coating of fine hair covered his chest. Finally his face became more rugged. The jaw line sharpened and a five o’clock shadow appeared. His lips became fuller, cheek bones higher, eyes and teeth brighter. It was like Mike went through a second puberty, with every male trait raised to the ultimate level. Donny knew he was no longer the best looking guy at school. Mike was the epitome of masculine beauty.

Mike was looking over his spectacular body, when he finally realized everyone was staring at him. And he was the only one without an erection. Even soft, Mike had the biggest cock in the room. Mike looked over the entire team of muscular hunks and smiled, “Looks like we are going to have one hell of a football season this year. We’ll be unbeatable! Let’s get out of this place and hit the practice field.” Mike's voice cracked, until settling into a deep bass that rattled the windows in the room when he spoke. "Then we can have some real fun in the showers." The whole team cheered. At that moment Justin woke up, looked at his shriveled body and cried. Mike turned to look at Justin and said “It looks like we have a new team water boy too.” Everyone laughed.

Donny walked over to be with Mike and stretched up to kiss him. He then looked at the other jocks as they put on the gym shorts Mr. Barker had brought. All his teammates were as big as fitness models now. Kyle had ingested enough of Justin’s cum to get the body of an amateur bodybuilder, slightly less mass than Mr. Barker who was by Kyle’s side. Donny knew he was as big as any professional bodybuilder. Then he turned to Mike. Mike was almost indescribable. He could easily win any bodybuilding title just by stepping onto the stage. He oozed perfect virility from every pore of his flawless form. He was unique, a kind of man that others could only fantasize about being. While everybody else was big, Mike was huge. •