Layers of fat began to pull in, in only about five minutes it left me skinny, looking rather good, with only my natural muscle from growing up on a farm so I didn't have that anorexic look. I gasped and look down at myself to make sure it was real.

"Holy shit!" I screamed and quickly turned to look back at the mirroor. Just in time to feel a wave of heat rush over my frame. I was only wearing my boxers so I got a perfect view of what was happening. I already knew, and wanted it more than anything.

My frame started to thicken, cuts slowly forming as muscles bulged up between. In only a few moments I had the perfect swimmers body. Completely hairless (As I was already natrually), new muscles glistening in the light. My boxers even felt tight with the new mass added to my butt. I flexed a bicep and a small muscle rose. It wasn't big, but perfectly hardened with a few veins popping out.

My hands searched over my body, feeling over the new curve of my pecs before trailing down an iron hardened six pack to reach into my boxers. I pulled out my shaft, still just six inches in length. I was even a bit dissapointed it hadn't grown along with me.

As thoughts of my cock expanding filled my head I felt harder than ever and that warmth spread through my genitals now. I just smiled at what I saw, as my shaft filled with blood to its full hardness, and then just kept growing.

"Ohhh yesss.." I groaned and urged it on further, quickly gaining to an incredible eight inches and still growing. I made it stop at about ten and it even became an inch thicker.

"That's much better." My hands moved down to cup my balls, and I instantly felt them begin to swell against my palms, until they were the size of ripe oranges, and absolutely stuffed with my seed. I took a few moments to just look over my new frame before I started jerking my member.

Just then came a knock at my door and I snapped back to reality. I quickly pulled up my boxers, stretching them over my new endowment, which did nothing to cover it. Then pulled on my robe and headed back into my room. I opened my door to see Chris standing there.

"Oh geez!" I had completely forgot I was supposed to drive him to school today. The fourteen year old was standing in front of me with a frustrated look on his face.

"You're not even ready yet!?" He said and stomped into my room. The kid could be so annoying sometimes. Though as he walked past I closed the door, and couldn't help but let my mind wander. As he sat his backpack down on my bed my thoughts traveled across the things I could supposedly do. I wanted to pack some more mass onto my own frame, but just couldn't help thinking about Chris hulking out. Turning into an absolute beast.

When I snapped back to attention Chris was moaning frantically. I blinked a few times and realized what I had done. I quickly locked the door right as the small boy began to grow. He was small even for his age, though as he looked at me now he seemed confused. I just watched intently as his t-shirt sleeves began to fill.

Before I knew it he wasn't looking so confused anymore. He started to look very happy, and he looked down just in time to see his pecs pushing against his shirt, creating a deep line between them and quickly growing thicker. He was obviously getting taller as well, by the way his shirt crawled up over his belly. He didn't even bother being astonished, or asking how this was possible, he just started flexing, and pumping his frame up bigger and bigger. I looked down to his crotch to check, and sure enough a massive log of flesh was snaking it's way down his tightening jeans. Pushed even further forward by a huge pair of balls that were quickly filling with seed.

Chris leaned over and kissed one of his biceps as it tore through the sleeve of his shirt, he was easily as big as me now, though with more power packed muscle to his frame. He licked his swelling bicep as a vein formed under his tongue and his eyes looked to mine, which were currently locked on the big mound.

"You like that hmm?" His hands moved to the front of his shirt and tore it away to reveal his gorgeous torso. The one skinny pale white boy was about as big as any champion bodybuilder now and already well past six feet in height. His jeans finally started to pop and tear, and he groaned and gave one mighty flex of his legs that made the stiching explode. He tore away the rest of his clothes to now stand in front of me, his chest level with my eyes, and growing closer with each second. As the naked boy stood in front of me he continued to grow, beyond normal proportions.

I couldn't stop myself and I stepped in to grab his tits. Rubbing them roughly in my hands as the massive boulders of muscle continued to inflate and gain size. There was no way he could see the rest of his body now over the bulked up muscle that stood on all side of his head. His neck muscles brushed against the bottoms of his ears and threatened to swallow his head whole, which now looked rather tiny in comparison to the rest of his body. His cock was much bigger than mine now, even though he was obviously smaller before any changes. It must have been around fifteen inches now, and almost four inches thick. With a matching pair of over inflated melons hanging against his thighs.

And yet he continued to grow. I just couldn't make him stop. I knew I was the one doing it to him, but just couldn't bring it to an end. As I grew more and more aroused my thoughts started to wander again. I immediately tried to snap back to reality before it was too late and looked at Chris.

I could already tell I'd changed him again. He started to slouch over a bit more now. His face lost that boyish look and took on a more chiseled defined look of a man, almost cave-manish. His back bulged up considerably behind him so it looked like he had a bit of a hump. His arms got a bit longer until his knuckles were almost touching the ground and his arms jumped in size considerably, until they were almost as thick around as his tree trunk legs.

He finally stopped growing. The beast stood at about seven foot even now, absolutely over packed with steel bending power. His calves were bigger around than my waist. His pecs could have been the size of me curled in a ball. With his long defined chin resting gently against the rounded tops of the huge man tits. The fourteen year old monster's cock must have been at least two feet long, and so incredibly thick it made me quiver just looking at it. I'd warped this boy into a lust driven muscle beast, and I was rather happy with the turn out.

He finally stopped looking at himself and spoke. His tone shook me to my very core and almost made me cum right on the spot, copius amounts seeped from my tip.

"Mmnnn... make bigger..." He commanded, and I gasped. almost falling over. Though as he didn't instantly feel himself swelling with power his huge hands moved out to grab me by my hips. He lifted me off the ground like I weighed nothing in his massive hands. One giant finger, which was almost as big as my cock was, pushed against my tight bubble butt, and without another warning he shoved it inside of me. It made me yelp and shiver as I dangled from his grip, my legs spread as I sat in his huge palm now and his finger dug deeper into me.

"Ok ok!!" I gasped and whimpered as my little hands grabbed onto one of his huge wrists. I looked over the massive boy and tried to think about him gaining even more size and power. Though all I could picture was the beast on top of me, fucking me like such a man could.

He simply grunted as nothing happened again and he drove his finger deeper into me to start pushing it back and forth slowly. Then his hands pulled back and he dropped me to the ground. He shoved me onto my belly with a deep grunt and bent over further so he could see me over his gargantuan pecs. Hands grabbed my hips and pulled my ass into the air as he pushed the massive head of his cock against my rump. The tip alone was almost as big as my head! Though without relief he pushed forth. The cum glistening tip stretched my tiny little pucker and I cried bloody murder.

He didn't stop until his entire length was inside of me, I could feel my hips distended, and see the bulge of his cock head in my belly, and knew that it was impossible, but he was doing it anyway. He leaned over me and pushed me into the ground, covering me completely with muscle. I had no grace what so ever between his frame and the floor, and as he pinned me he started thrusting. His weight kept me down and I instantly started to scream and cum against my belly as he attacked me.

And then the image of him, nearly twice his current size, with me stretched so completely around his cock that when he finally orgasmed it came out of my lips... •