Sean didn’t even look at Kyle when he entered class the next day and it didn’t seem that Kyle was interested in speaking with him either. He grew comfortable in knowing Jason was at his side, just incase he needed support, though he had yet to fill him in on everything. Sean thought Jason had probably looked through his head anyways, as he had been extra helpful when Sean grew frustrated with his uniform.

Sean’s muscles were growing so quickly that he couldn’t even wear his Karate Gi anymore without the fabric pressing against his massive lats. He wasn’t the only one, as a lot of the first years were showing up without their top halves, some of the Behlmores having to even turn to the side to enter the doorways. Sean had tried to put on his pants, but when his quads flexed inside of them, the fabric ripped from top to bottom. It was strange. Sean was wondering why some of the first years looked larger than most of the second and third years.

Professor Benson must have noticed as well, for when the class had gathered for another day of Strength and Muscle Training, he told them it would be best if they tried something different today.

“I’m rather impressed, I have to say,” Prof. Benson said. “In my 80 years teaching here, I’ve never seen a class progress so unbelievably fast. This is only your second day of class with me and some of you are growing bigger than I expected.” He paused and chuckled a bit. “It seems our upperclassmen have been giving some of you private lessons.” His eyes moved over to Sean.

Everyone in the room stood naked as before, though like Professor Benson had said, most were much larger—growing a good foot in height, their muscles more massive than those of World Class Bodybuilders. Nobody could keep their cocks under control, all of them twitching, throbbing, and sputtering at the sight of their fellow classmates, veins pulsing all over their lubricated shafts.

Professor Benson instructed everyone to move to the back of the class. He stood at the center of the classroom and peeled off the rest of his Gi. Sean didn’t know if it happened to everybody else, but at that moment his body shook with that same electrical feeling.

Professor Benson’s cock flopped out like a third leg. Sean wondered how he ever fit it into his pants. His powerful legs were covered with the same beautiful black fur as his striated chest and chiseled abs.

“Pay attention closely,” he said. “I’ve decided to teach this technique today to help alleviate some of the growth problems.”

Problems? Sean didn’t see his muscles growing larger and larger a problem. Not really—well, apart from not fitting into his uniform…

“I usually teach this a week in, but circumstances being as they are…” Professor Benson raised a finger to catch everyone’s attention. “Now some of you have already entered your Intermediate Power Level—your second level. There are four altogether: Rookie, which is the first, the second is called Intermediate, the third, Advanced, and most powerful and dangerous of all, Hyper Level.” He paused. “Believe it or not, I’m in my Rookie level now. But I’m going to show you the other three, and I promise you that each one successively will make all of you feel a bit uncomfortable.” He nodded. “READY YOURSELVES!” he shouted, the timbre of his voice shaking inside of Sean.

Suddenly, a pulsing energy filled the air. The entire class seemed to feel it, as their heads turned to and fro. And then, Professor Benson bellowed like a mighty warrior, the walls and floor rattling from his voice alone. His massive cock began to swell, veins pumping up through the skin, supplying the shaft with blood—10 inches, 12 inches (the girth swelling, the tip jumping up and down), 14 inches, to 16 inches, as the muscles in his legs widened, lengthened, and pushed his height up by a whole foot. He bent over into a chest pose, his countenance fierce—eyes like a madman, his mouth hanging open as he bellowed—his traps slowly inflating to massive proportions as the muscles in his neck widened, his arms throbbing up and down as his biceps grew into their lean, mammoth size, veins gradually channeling up through his forearms to his ballooning upper pecs and down to his nipples.

A blue aura began to radiate from his body like those in the gym the day before, except Sean could feel this one pushing against him and moving through his body. It made his cock jump and throb, and he wasn’t the only one. A few of his classmates were jacking-off, unable to help themselves at the sight of Professor Benson and his power moving through them. They were ready to blast their loads, tiny tremors adding to Professor Benson’s quake, their muscles shaking, trembling, melting the fat beneath to become lean and huge. It was like watching a line-up of young bodybuilders jacking-off, the veins in their working hand throbbing as their forearms grew.

Professor Benson’s abs etched themselves into a leaner six-pack, the lines becoming deeper and more defined with each pulse of his muscles, veins fighting the skin of his lower parts in intricate ‘y’s and ‘v’s. His serratus muscles and obliques defied the skin as he moved to a pose where he puffed out his chest, fist on hips. The first of his transformations stopped.

“Intermediate Level,” Prof. Benson said, his cock twitching.

The entire class had full, erect, dripping, hard-ons. Sean’s ball-sack inflated and deflated like it was breathing, the factory inside preparing for a possible explosion. He reached down and joined his classmates, stroking his massive, lubricated pole.

Professor Benson of course ignored them, even when some of them blasted cum in his direction, his blue aura deflecting any from touching his sculpted torso. The room was shaking so much that Sean could swear the foundation would break and the ceiling fall, but it held firm, though Professor Benson had to speak over it all.

“Can you feel my power?” Prof. Benson asked, opening and closing his palms, his cock jumping with his heartbeat.

Sean heard the thoughts of his other classmates in his head: Jason and Kyle included—all wanting to reach out for the professor’s throbbing piece. It was most likely that Professor Benson heard this as well, even though they couldn’t hear him, but it didn’t seem like anyone cared at the moment.

The Professor’s lats must have been a good five feet wide, the width of his cut shoulders extremely impressive. His facial features were more chiseled and handsome as well, almost causing Sean to forget about his guide Professor Pierce.

More quakes and blasting loads followed, hot cum raining down on the growing hard bodies of the students. Some of the students’ quads were so huge that each time they moved their feet the room would tremble a bit, adding to the already shaky ground.

Professor Pierce waved his hand to clean up a bit of the mess, and then said, “I’m going to Advanced Level next…..it may hurt a little.”

Suddenly, the room was like a power vacuum towards Professor Benson, his breathing heavy, his massive, striated, fur covered pecs heaving up and down. The next moment he let out an even louder bellow than last, a surge of that same power blasting through the room, all the students brought down to their knees. Indeed, it hurt….but it also felt REALLY good.

Sean and Jason blew their loads at that moment. Sean glared down at his hands growing larger, the professor’s power flowing through him, feeding his muscles, pulsing through his engorging veins. He felt his lats fill out, his expanding shoulders actually pushing against the students next to him as he gazed at of Professor Benson.

It felt like his head was going to explode from a sensory overload, but he continued to watch. Professor Benson again grew another foot, the veins in his legs pumping up to the size of arteries to provide for his enormous quads and calves as they lengthened and widened. The same vascular network moved up to his swelling and sputtering cock, which seemed to emanate a power all its own.

Sean couldn’t help it anymore. His mind lost control. He ran up to Professor Benson and stuffed the teacher’s engorged cock into his mouth. The class gasped, but Professor Benson only placed his hands on the back of Sean’s head guiding him along, as if he had expected this. Professor Benson went on with his mighty bellow. With that, much of the class moaned—from disappointment or ecstasy, it was hard to tell. More blasts from the students followed as Sean continued to suck Professor Benson’s cock, their bodies growing massive together. Professor Benson’s power was beginning to take a painful effect of Sean, like something was ripping at his insides, but he couldn’t stop—there was NO WAY he was going to stop. The girth of the professor’s cock increased pushing Sean’s jaw further apart, pulsing inside against his tongue. It was like an overloaded current running through every part of his body, threatening to cause his muscles to burst from his skin. Sean had to keep adjusting his position as he too felt his quads widening and lengthening at his knees.

Professor Benson placed his own hands on the back of his head in a relaxed posture, enjoying the help Sean was giving him, and ramming his cock further down Sean’s throat, causing him to gag. Professor Benson’s abs tightened and slimmed as Sean rubbed his hands across the furry, and incredibly vascular surface. And then, Sean felt himself being lifted from the floor, Professor Benson’s cock providing the force, before blasting a colossal torrent of hot cum into Sean’s mouth. Professor Benson grabbed Sean’s shoulders so that he wouldn’t go anywhere as he swallowed what he could, cum floating down his chin and plopping in dollops onto the floor.

Sean fell away, continuing to be blasted by his classmates, continuing to grow like the professor (who’s cock still jumped and sputtered with each beat of power). The room was shaking in a massive earthquake, and though still holding, Sean swore the rest of the school couldn’t ignore it as he heard windows shattering in the other rooms.

“OH FUCK!” Sean screamed, as he felt the professor’s power painfully move through him. His muscles trembled, his chest pumping out before his eyes. He could almost hear the muscle beneath tightening under the skin as it reshaped itself into the enormous striated slabs of meat that became his pecs.

Professor Benson moved into a double bicep pose and roared. The hair of his pits made Sean hard again and he watched the professor’s biceps form the striated separation lines, corded in thick ‘y’s. The professor’s body seemed to be entering the final stages of his transformation, his pulsing vein-covered traps pulling his neck wider as the muscles in his arms inflated to twice their last size.

“Can you feel my power, students?” Prof. Benson said, his serratus muscles moving and tightening. “Did you feel my power?” He paused, and the class remained silent, still on their knees. “That is the power of the Advanced Form.”

Sean could feel it running through him, almost making him sick, though ironically feeling amazingly good. He looked over to Jason, and his jaw dropped. He had grown a whole two feet, his quads like oaks, his arms still in mid growth—biceps inflating, triceps tightening and shaping itself larger and leaner. Jason pumped his arm up and down in a mock curl, a thick vein pushing to the surface, pulsing, vibrating. The other students could only stare.

“It looks like all of you need a break,” Professor Benson said, his voice a lower timbre. He reverted back to his Rookie form, his muscles disappointingly shrinking (though still as impressive as before) and the blue aura dissipating. “Don’t want to kill you, ya know. I imagine it was a bit uncomfortable, looking at all of you.” He paused, then said again, “Take a break.”

At that moment, the students pounced on each other, stuffing cocks into mouths, ramming their huge poles into one another, rubbing their hands all over their new muscles, tracing the veins in their arms. Sean got to his feet and took a step forward to Jason. He stopped, taken back when the ground shook beneath him. He looked down at his quads—they too had grown to the size of oaks, the veins pushing through his skin like they had nowhere else to go, pulsing up from the tear-drops and up through his inner thigh and engorged nut-sack.

Jason had somehow snuck up behind him and ran his hands down Sean’s tight, chiseled eight-pack, then grabbing his slick steel hard rod. Sean felt Jason’s own dick throb against him, slapping his skin.

“I’m a little jealous,” Jason said. “I think the entire class is.”

Sean turned, the room trembling, grabbed the back of Jason’s head and shoved his tongue into his mouth, the two of them massaging their muscled torsos, their hands grabbing at their ripped asses.

Sean pinned Jason against the closest wall, lifted him up, and rammed his throbbing cock into his ass. He felt his feet lifting from the ground and he continued to fuck Jason as the two of them rose higher and higher against the stone wall.

The entire class was going at it, like a young bodybuilders orgy, but Sean had turned it all off. He concentrated only on Jason and his unbelievably beautiful form. His deep blue eyes made Sean crazy, and harder, the chiseled features of his face causing his insides to shake. Sean was relentless, pounding Jason’s ass in quick succession, each thrust shaking the room around them. Jason had closed his eyes, so Sean gazed at his throbbing pecs, rising and reshaping. Sean put his hands there and let the feeling of the growing mass beneath guide him into a new level of ecstasy, Jason’s cock bobbing up and down, sputtering, leaking, and ready to blow.

Sean bent over and took Jason’s tip into his mouth, never ceasing his powerful ass-fucking. Jason gasped…or moaned—the sound was indistinguishable between the two—his pecs twitching from the ecstasy. The sight of Jason’s legs, now growing larger and leaner, caused Sean’s cock to tighten in Jason’s ass, throbbing and dripping, and as Jason’s cock grew in his mouth, Sean drew closer to blowing his load.

After another minute, Jason couldn’t hold on anymore. Sean could taste his pre-cum in his mouth making way for the full blast. Jason opened his eyes again—the deep blue eyes that complimented his sexy brown, buzzed hair—and that did it. Sean worked his tongue in a ravenous pattern, until Jason exploded. Sean pulled away just in time so that Jason could blast his hot cum all over his body, the mighty force ricocheting off his shuddering and expanding pecs, running down his tightening eight-pack.

Sean felt the muscles of his body growing, his lats spreading apart to a good four feet, his hands growing, his fingers thickening, grabbing at Jason’s cut midsection, the walls shaking all around him, making the other student’s tremors obsolete. He couldn’t help what was coming next, like it was waiting and building up inside of him for too long. He roared and the room shifted, and he let his load detonate into Jason. Jason buckled backwards as he felt the hot cum pour in and out of him.

But it didn’t stop. Sean blew blast after blast, Jason brought to exhaustion, his cock exploding again along with Sean’s, his hot cum pouring over Sean’s growing body. But something was different now. Sean’s body wasn’t just growing, it was surging with a new power.

Sean didn’t give up, and began fucking Jason again, his cock still spurting load after load. The power brought back that invincible feeling once again, and he started pounding harder into Jason.

“Power…the FUCKING POWER!” Sean shouted, unable to help himself. “FUCK YEAH!” And finally, he blew one last massive load into Jason, causing him again to buck backwards from the force of it all, his eight-pack stretched in a beautiful display before Sean’s eyes. He ran his hands down the bumps and valleys.

When the two of them were back on the floor, Sean found that Jason and the others were gawking at him.

“What?”

“Dude,” Jason said, “Y-you’re fucking HUGE! And you’re…glowing.”

Sean looked down at his forearms, the veins pulsing beneath his skin, climbing in intricate patterns and channels into his biceps and shoulders. He felt that new power surging through to his fingertips.

Sean watched as Jason and the others fell to their knees, the power radiating from him too much for them to take. Sean had reached Advanced Level. •