By msclrough

Ben put on his shorts and shoes, intent on making the most of the warm autumn day before warm and sunny were replaced by snow and cold for the winter. He pulled his t-shirt over his torso and looked at himself in the mirror. Running his hands down over his chest, Ben smoothed out the fabric over his pecs and mildly lamented the slow progress of gaining muscle mass on his six foot tall frame. At least today was warm, he would be treated to the sight of muscular guys without shirts. At least he could see and admire that which he couldn't have for his own body. The eye candy of the thick muscled men of the area always attracted his attention and brightened his mood. Today was no different.

Russ was driving cross country when inexplicably he decided to spend the night at a motel by the small town in the middle of nowhere. In the morning he was charmed by the bucolic scene of farmland. The big man spent the morning exploring the little town. Even among the tall, muscular, corn-fed farmhands, Russ's 6'6" height and 360 pound body stood out; but everyone greeted him warmly with a "Hello" or "Howdy." In the afternoon, Russ went to the park and relaxed in the sun, enjoying the slow pace of rural life. The beautiful day and slow pace calmed Russ to a state of peace he had not felt in a long time. He nearly drifted into sleep when a strong sensation washed over him.

Ben ran his usual route through the park, checking out the familiar faces and bodies. When he came upon Russ, laying on the grass, he nearly froze. Ben adjusted his course to run by Russ, then stopped by a nearby tree to stretch and get a better look. Ben stared at the sleeping giant, barely able to believe that a man could be so big and muscular. Ben focused first on the 25 inch biceps, framed by the black t-shirt sleeves straining to contain their mass and flexed into rigid balls as the big man rested his head on top of his hands. Ben's eyes moved across the arms to Russ's thick chest, rising and falling steadily with each breath. Ben then gazed upon the face of the massive musclebeast. Before Ben could even comprehend and appreciate the strong, handsome face, Russ opened his eyes, jerked his head up, and turned to face his admirer.

Embarrassment and fear washed over Ben, and he began to turn away and run when Russ broke his stern and surprised look and softened his facial features. Ben saw a grin form on the older man's bearded face.

Russ felt an enormous surge of energy as he looked upon Ben and slowly got up to his feet. Russ stood a good six inches taller than the six foot Ben and outweighed him by nearly two hundred pounds, yet the big man knew already that the young man was exactly what he was looking for. Russ walked towards Ben with a powerful gait. Ben remained entranced by the sight of so much muscle on one man. He gazed at the wide shoulders and rippling muscle as Russ approached.

Russ held out his meaty hand, "Hey, my name's Russ."

"Ben," the smaller man replied as he shook Russ's massive paw.

"You, uh, finished your run? Maybe interested in joining me this afternoon?" Russ jumped to the point of his interest quickly.

Nearly breathless as he gazed into the deep blue eyes of the older man, but intent on not looking like a stupid kid, Ben quickly replied, "Yeah, that's cool."

Russ put his arm over Ben's shoulders and walked with him to Russ's hotel. The brazen openness of the 40 year old man picking up the smaller 20 year old made Ben's face flush with self-consciousness. As the pair walked through the park, Ben glanced around for the men in the park that he would usually admire. At first Ben felt a sense of fear for what other would think when they saw him, but his feeling eroded and by the time they reached the edge of the park, Ben was hoping to be seen; hoping that others would see him with the big muscular Russ by his side.

In the hotel room, Russ pulled off his black t-shirt. Ben stared at the mountainous pecs, covered in dark hairs. Russ ran his hands down his torso, smoothing out the wild hairs over his pec meat and cobblestone abdominals. He picked Ben up and lay him down on the bed, and lifted Ben's bare legs onto his broad shoulders.

Ben never felt smaller in his life.

Ben looked up at the thick hulking man and braced himself for the imminent assault. Russ pushed down his shorts and pulled out his stiff cock. He rubbed his 11 inches of thick cock against Ben's dripping cockhead.

No, now Ben truly had never felt smaller in his life.

Russ spit on his cock and slid the head up against Ben's quivering and fearful asshole. "Don't worry kid, you'll love this," Russ growled as he pressed his hard, wet cock against Ben.

Ben squealed in pain, but Russ did not slow his penetration. A burning pride grew in Ben; he was determined to buckle down and show the hot sexy beast of a man that he could take every inch of the monster cock. Ben shut his mouth and concentrated on relaxing his muscles to allow the bulky dick free entry into him.

Russ grinned and gave Ben a thoughtful nod as he completed his decent into Ben. Once fully buried in the tight hole, Russ leaned forward and looked Ben in the eyes. "Impressive. You ready?"

Ben nodded and felt a surge of self-confidence as Russ began to piston his thick cock in Ben's ass. As Ben's feelings grew, the pain of taking such a meaty dick all at once subsided.

The feeling of Ben's tight hole squeezing Russ's sturdy cock sent powerful signals of pleasure throughout his brawny body. Erotic gratification, usually concentrated along his dick, spread along the vast volume of solid brawn reaching down his legs and along his strong, sturdy arms.

Ben felt the enormous power hovering over him. He opened his eyes and gazed intently on the massive features of the man pounding dick into him. Russ's thickset chest swelled and flexed as he ground his body into Ben. Ben stared at the sharp cleft between the two mounds of furry muscle, then noticed the unimaginable. The sexy beast drilling cock with a strong steady rhythm grew with each thrust. Russ's chest expanded mere feet away from Ben's unflinching stare. Already an unearthly 60 inches around, Russ's pecs grew thicker and harder. Thoughts of why such a huge muscular man would choose Ben filled his mind and swollen pride flushed throughout Ben's body.

Feeding on Ben's pride, Russ reacted to the change in Ben's mindset by growing even more. Russ's 25 inch biceps, planted on each side of Ben's torso, ballooned with greater mass. Even Russ's impressive cock swelled within the confines of Ben's tight hole, probing deeper and stretching Ben wider. Ben, unable to articulate his thoughts or feelings, moaned with a sense of greater purpose and passion than he had ever known before.

Russ tried to focus on the young man under him, but the sensation of muscle flooding into his body sent his mind on a narcissistic roller coaster. Russ could not help but flex his arms and feel just how much thicker his arms had become. 28 inches? 29? His mind reveled in the feeling of growing muscle power. He ran his hands over his powerful chest and knew it was time to release that power.

Russ turned his head upwards, flexed his arms, roared to the ceiling, and unleashed his orgasm into Ben. He flexed and squeezed every muscle - arms, chest, abs, thighs - a giant ball of hard muscle. Russ felt the power flowing through his body, channeling through his arms, down his pec, along the hard ridges of his abdomen, and finally through his mighty cock, directly into Ben.

Ben flinched from shock and pain as the first blast of power shot directly into the very core of his body. He looked up at Russ in confusion and panic, only to see the swollen giant crush and thrust into him with added vigor. Ben almost cried out, "Stop!" But before the words could form in his head and leave his mouth, the shock and pain of muscle sex unlike any he had encountered before was replaced with the stimulation and erotic pleasure associated with being filled with pure muscle power. The pleasure so intense, Ben's eyes glazed over and he passed out with the vision of a 6'9" 450 pound giant muscleman standing over him. •

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