Russ looked over the smaller man and a wide smile streaked across his beard as he noted how much thicker Ben looked already. No longer skinny, Ben looked 'athletic.' Russ picked up the younger man and laid him down properly in his bed for a much needed long sleep.

Ben slept for ten uninterrupted hours, finally waking in the middle of the night with an unusual amount of energy and a fog in his mind over the events of the previous afternoon. The 20-year old opened his eyes to find himself sleeping in the valley between Russ's chest and right arm. The big bear cradled Ben's head with his furry pec and biceps. A mix of disappointment and excitement washed over Ben as he took in just how big Russ was but noticed that Russ was the same size as he first met him. 'Alas,' Ben thought, 'the image of a 450 pound muscle bear was just a dream. At least it was a good one.'

Ben took several minutes to reacquaint himself with Russ's body and appearance. He watched as Russ's thick meaty pecs rose and fell with each mighty breath of the big man. Ben lifted himself up onto his elbows to get a better look at the bare chested Russ but stopped mid-motion with the eerie realization that something was not right.

Ben brought one hand to his smooth chest, measuring his own size. He was thicker, noticeably thicker. He looked down at his arm, instinctively flexing his biceps for inspection. "Holy Shit," Ben exclaimed.

Ben's eyes failed to blink from the sense of astonishment. Ben sat up and bent his elbow to bring his biceps to full size. He ran his hand over the hard muscle and tried, unsuccessfully, to reason how his normally slender arm could have grown from a skinny 14.5 inches to 16 inches overnight.

"Looking good," Russ growled, having turned over onto his side with his head propped on his bent left arm. Russ looked over Ben's body as he had done the night before, but seeing the movement and excitement of Ben in his thicker, more muscular body was much more satisfying to Russ. Russ reached over and placed his large, meaty hand on Ben's shoulder and spoke with a resonant but warm, "You okay, buddy?"

"Yeah. I guess so," Ben replied. "What's... what's going on?"

"What do you mean?" Russ replied slyly as he picked up a measuring tape from the night-stand. Russ pulled the tape over Ben's flexed biceps. "16," Russ read out matter-of-factly. "37," he continued as he measured Ben's chest. "30," for the waist, and "21... and a half. Seems typical to me," he concluded with a sly smile. "You want to weigh yourself to be sure?"

"What!?" was all Ben could reply.

Russ chuckled and pulled Ben closer to his body, pressing his thick hairy chest into Ben's smooth back and wrapping his arms around Ben. "Do you like it Ben? Do you like what has happened?"

Ben still could not comprehend what was happening and respond to Russ or even share in Russ's enthusiasm.

"I knew you were the one for me. From the moment you ran by yesterday. Do you feel the same connection?" Russ leaned forward, pressing his hard pecs more firmly into Ben's back, sending chills of excitement through Ben's body.

"Yeah, Russ, I do," Ben replied feeling comforted but not directly. Russ's words seemed to simply make Ben unconcerned about the strangeness of his decidedly strange situation.

"Come on son, we've got work to do," Russ beamed as he jumped out of bed and threw Ben his gym shorts and T-shirt from the day before. Russ pulled on his own shorts before sliding a tight sleeveless T-shirt over his magnificent body, hiding his meaty chest from view, but drawing more attention to his exposed arms.

Ben pulled on his shirt finding the normally loose shirt tight-fitting over his shoulders, chest, and arms. Ben looked at himself in the mirror. Amazed at the feeling of cotton stretching across his chest, he smoothed out the fabric over his body, thinking he had never looked so good in a T-shirt before.

Russ took Ben for a short walk through the chilly early morning. The small town was empty during the early hour, and Ben found it surprising that the doors to the local gym were unlocked at this early hour. Inside the two men found the gym completely dark and empty. "Lucky us," Russ stated as he flicked on the lights to the weightroom as if the place had been left open just for him.

Russ weighed Ben on a scale in the locker room, noting a weight of 185 pounds. "You ready for the workout of your life?"

"Yes sir." Ben blurted out, not thinking about what he just said, yet upon reflection, Ben agreed with his statement. He was indeed ready to test out his improved physique. He still felt so small and weak next to the nearly-double-in-size Russ, but the confidence he felt from the day before, carried over to this very moment.

Russ led Ben down to the weightroom and started piling on plates for squats. Russ moved swiftly and placed three plates on each side of the squat bar. Ben, distracted by the sight of Russ's 25 inch arms flexing and showing off their muscular power, did not notice how much weight Russ placed on the bar, but Ben's attention snapped back to the task at hand when Russ lifted the bar off the squat rack and casually curled it up to his own chest, making his already impressive arms pop during the motion. "Front and center," the big man boomed.

Ben's first thoughts were about safety and self-doubt, but he quickly dismissed the danger and reassured him self with confidence when he looked at how positively huge Russ was standing there holding the weight as well as any hunk of metal could. Ben stood with his back to Russ, facing a mirror. Ben, once again, could not speak, but his appearance and demeanor gave way his feelings. In the reflection, Ben once again confronted the unimaginable size of Russ. The reflection showed Russ, standing tall behind Ben patiently holding the loaded squat bar, dwarfing Ben by four inches. Russ's shoulders spanned a foot wider than Ben's. Ben was just taking in the true realization of Russ's impressive physique when Russ gently placed the bar onto Ben's shoulders.

"Concentrate on the weight and on yourself, not on me," Russ stated in a calm and reassuring tone. "Don't worry, I'm here for you."

Ben listened to Russ, focused his eyes on the smaller man in the mirror, steadied the hard steel bar with his hands and slowly bent his knees.

Ben continued with the set, only now realizing the inappropriate amount of weight Russ placed on the bar. "Oh shit," Ben blurted out as he started to falter and lose concentration.

"Shhhhh, steady, it's okay son. I'm here for you," Russ spoke softly as he prevented the bar from falling and re-centered it onto Ben's shoulders.

Without good reason, Russ's words somehow managed to placate Ben allowing him to continue with more repetitions than he thought possible. Ben steadied himself and bent his knees, feeling his legs burn under the strain. Ben forced himself to ignore the pain and push the weight upward. Sweat soaked Ben's shirt under his armpits making the tight T-shirt cling even more to his body. "One more, buddy, just for me," Russ bellowed.

Ben fought his body and focused mind, willing himself to do what his body screamed against. Ben bent his knees and felt he would be sick, but he persevered and used all his strength to lift the heavy weight once more.

Russ watched the young man struggle and resisted the urge to help. As Ben demonstrated his focused mind and budding muscular strength, Russ began to feel the muscle power surge within him, just as it had the day before. Ben conquered the weight, and with each millimeter he pressed upwards, Russ thickened and grew.

Ben let out a roar to whip himself into a frenzy as he pushed out the last few inches. Task completed, and Ben exhausted; Russ took up the load of the bar and relieved Ben of the burden. Breathing hard and still feeling like he would be sick, Ben slowly returned his focus upon Russ only to be once again shocked with what he saw.

Ben was instantly reminded of the 'dream' he had the night before, visions of an even bigger Russ pounding away at his tight asshole streamed back into his mind. Russ was bigger, clearly taller and wider than just moments before. This was no dream. Ben tried to speak, but a now 385 pound Russ interrupted before Ben could speak.

"There's more where this came from. Are you willing to do what it takes to get huge?" Russ asked as he showed Ben what he meant by huge by flexing his arm and showing off his now 26 inch arm.

"How..." was all that Ben could say in reply.

"There's more where this came from too," Russ continued as he took hold of Ben's hand, raised it up, and ran his big meaty paw over Ben's 16 inch biceps. "On the bench, chief," Russ directed.

And Ben followed.

As Ben bench pressed repetition after repetition, with concentration and more strength than he'd ever thought he could possibly have, Russ continued to grow. Russ stood over Ben, supervising his lifts and feeling the muscle stream into his body. The already tight sleeveless T split down his neck, and Russ ripped the fabric off his growing chest. Russ growled encouragement to Ben, pushing Ben to howl and moan as he dominated the iron pressing down over him. Ben pushed through the pain, and Russ was rewarded with even more size. Russ removed his now too tight shorts, leaving the big man fully naked. Ben looked up and saw 410 pounds of bare, hairy-chested muscle towering over him; all capped off with an enormous smile on the big bear.

Ben looked at Russ with envy and lust then continued with the brutal workout. Arm curls nearly defeated the already exhausted Ben, but his triumph sustained Russ's growth and launched the muscle freak to 435 pounds, 28 inch arms, and 65 inch chest. Ben wanted to stop and enjoy the inhuman muscle on Russ, but Russ insisted on one last set.

Ben sat at the lat pull down as Russ loaded the weight. Ben concentrated and pulled together his determination to make Russ huge. He thought about the day before and the massive image still burned on his mind. Russ would be that big again, he thought, and all he had to do was lift and demonstrate his dedication to strength and muscle. Easy.

Ben plowed through the repetitions with a focus and drive even greater than before. He ignored his own pain. He ignored the burn. He ignored everything but the idea to make Russ colossal. Ben felt his back failing, but he was determined to continue on, until he felt a warm pressure on his back.

"Enough son, you've done enough" Russ said.

Ben turned his head and was rewarded with exactly what he wanted. The 450 pound Russ he saw so briefly the day before was again there beside him. Proud smile on his bearded face, Russ picked Ben up and carried him back to squat rack. Russ peeled off Ben's sweat soaked T-shirt and sat him in front of the rack, now loaded with every plate Russ could fit on.

"Your turn Chief," Russ growled as he lifted up the bar and started squatting a Herculean weight.

Ben sat and stared in exhaustion. He watched Russ's legs flex and surge with power. He watched Russ's chest expand to even greater thickness with each deep breath. He watched Russ's arms flex and twitch as Russ handled the heavy weight. He watched Russ's thick cock swell with each repetition. Russ's beefy dick grew hard and pointed up to the sky.

Russ continued to force out rep after rep. Soon every muscle in his body was tense with effort. Ben watched in a daze. Mesmerized by the sight of raw masculine power. Russ felt the muscle within him shift. The power surging through him once again. With a roar, Russ flexed his legs with all his might and shot out a blast of cum directly at Ben. Again a stream of pure muscle power flowed out of Russ and into Ben, but this time Ben saw and felt every bit of it. •