I kept my eyes off the mirrors above the sink and on the door until I had stripped off all my clothes then I took a deep breath, got distracted for a second when I glanced down and saw how big that made my chest, and turned to the full length mirror. Even though I was prepared for changes I was pretty surprised. Make that damn surprised.

It was still my face I saw in the mirror even if it did look a bit younger. If someone had to guess they'd probably say they were looking at some guy in his forties who kinda resembled those cowboys you see in the cigarette ads, except this guy's head was on the body of a college football player. My neck was thick and it spread out into big shoulders, wider than most guys you see outside a gym. My arms had definitely gotten thicker and when I lifted them and flexed them the biceps expanded upwards into thick peaks. My chest was nearly hairless but that just made it easier to see how much bigger and more defined it had gotten. Even my nipples looked bigger and when I rubbed one with my hand I got a jolt that headed straight down towards my dick. My upper body was wide but it cut down at my waist and for the first time in years I couldn't pinch an inch of flesh. The best I got was maybe a quarter inch of skin which was stretched tight over my new and improved stomach muscles. It was funny being able to count four sets of abdominal muscles starting just below my chest and finishing at my belly button. It took me a couple seconds to realize that the three red spots I'd seen this morning were gone.

Below my waist my legs flared out into thick, powerful thighs which were also almost hairless. Below my knees my calves, which I hadn't even noticed before, had suddenly gotten big and looked like someone had stuck a chunk of cement up under the skin. Looking at them from the side I also got a glance at my butt which now grew out of the top of my thighs and made a curve that ended up at my back just below my waist.

The hair loss on my body didn't really bother me cuz I never cared much about having it in the first place and since it didn't seem to be falling out in the two most important places (my groin and what was left on top of my head) I figured I could handle it. Plus, it kind of made it easier to see how the rest of me was developing, especially my chest and stomach. Wherever I looked I could tell I was a lot less flabby than I had been. Hell, I could even see some veins on my thighs and stomach. And as for my dick, damn if it hadn't gotten thicker and longer again, and for the first time I noticed that my balls had gained some size too. I should have figured that from how much I had shot out in the woods that afternoon.

I just stood there admiring the new me, flexing and tensing parts of my body as I studied them. A couple times Ernie, Jack and I had gone fishing up at Fish Lake and had gone swimming when it got hot. Ernie, like me, had looked like your average, overage, out of shape guy in his swim trunks but Jack, cuz of all his gym time, had looked like one of those guys you see on the cable advertisements for exercise equipment. Right then I was thinking I looked just about as good as Jack did and I had 20 years on him. There was still a voice way back in my head telling me this was crazy and that I'd better get to a doctor or something and find out what the hell was wrong but I wasn't feeling like I needed to do that just then.

What I was feeling was a need to jerk off for the third time that day and looking at myself in the mirror it was easy to get started. I didn't even try to get a picture of the playmate this time, I just greased up my right hand and stroked my big, old dick while my left hand explored my body. It was fucking weird cuz it was like I was getting off on myself being this muscle guy but for some reason it felt good so I went with it. When I started massaging my chest and feeling how big it was I wondered how much larger I was going to get. I was already bigger than I had been when I was playing ball so it wasn't like I was just going back to my teenage body. This was something new and the thought that I could grow more got me pretty hot. Before I knew it I was shooting all over the mirror again, moaning with each shot, and when it was finally done I had to drop to my knees cuz I felt like I was gonna pass out.

I cleaned up me and the bathroom and then went to look for something to wear. It looked like all my jeans were out, not because they were too big in the waist (I could have lived with that) but cuz I couldn't get them up over my thighs. Instead I decided to put on some sweats I had which were looser and gave me at least a little room around my legs. Up top I wore a tank top I had for the summer because my T-shirts were too tight in the shoulders, arms and chest. I put a sweatshirt on over it that my mom had bought me one Christmas. It was red and green but it was also extra large so it had to do. Once I had my tennis shoes on I looked in the mirror I saw a bigger version of my old self staring back, and a pretty good looking one at that. As I left the bathroom I noticed the scale again and stepped on. When the flashing stopped the display showed 224 pounds. I had been naked that morning and had clothes on now but even so I must have put on somewhere around 20 pounds that day and considering some fat was gone that meant even more than that was new muscle.

I had a quick meal in the kitchen then headed for the garage. I decided I needed to stock up on something so I could keep control of my hunger and from some things Jack had told me I knew there was a health food store near his gym where I could get some of that protein powder the workout guys drink. Jack said he drank the stuff instead of eating a lot of the time so I decided I could do the same. My only worry was that I might run into him while I was there but I figured I'd have to chance it.

The gym Jack goes to used to be a pizza place but when that closed down someone decided to make it a health club. Don't ask me how they worked that out. The health food store is in the same mall as the gym over on the north side of town. When I pulled up it was almost 9:00 but I parked away >from the gym just in case and kinda high tailed it into the health food store. There was a young woman in workout clothes leaving as I went in so I held the door for her and saw her do a sort of double take and throw me a smile. I didn't know her so I figured she was just trying to make a new friend or something which normally would have gotten me to turn around and follow her out but I was on a mission so I didn't even look back.

The store was kind of long and thin and there was just one other customer in there talking to the guy behind the counter while his stuff was being rung up. I started looking around and found the shelves with all protein powders but there were about 15 different brands and I didn't know which one to pick. My stomach was already starting to wake up so I was thinking I'd pick up a couple different ones and try them when I heard someone ask me if I needed help.

It was the brown haired guy from behind the counter and as I turned towards him I saw the other guy he'd been helping walk out the front door of the store to the parking lot. The counter guy looked kinda young, maybe in his early 20's, but from the shape he was in I'd guess that he had already been doing that gym stuff for a couple years. He wasn't as big as Jack (or me) but he was pretty built and was wearing a T-shirt and shorts to help show it which I guess makes sense if you work in a place like that.

"Well, I'm looking for some protein powder," I told him putting down the plastic jug I had been looking at. "Got any suggestions?"

"Sure, if you need some. Don't we have the kind you've been using?"

"I've never drunk this stuff before but a friend does so I thought I'd try it out." Just then my stomach growled loud enough for just about anyone in the building to notice and I kind of laughed. "And I'd better hurry cuz I think I need it pretty bad."

They young guy kind of laughed too then gave my body a look that went from my chest down to my legs and back up again. Funny thing was it kind of reminded me of the look I got from the woman at the door.

"Guess I can't be sure with those sweats but it looks like you've done a pretty good job so far. You'll be outta control once you start pumping up your calories with this stuff." He reached for a black bag on the bottom shelf that looked like it should hold dog food. "This stuff is good - it's got a ton of just about everything you need, maybe a little too much in fact, but if you're looking to bulk up it'll be a big help. Are you still trying to put on weight?"

It wasn't like I was trying but that was what was happening. "Yeah, I guess I am," I said taking the bag from him and pretending to study it. I didn't really know what I was looking for so I just glanced at the front and back and read a bit about the stuff they put in it. On the front of the bag there was a picture of a big muscle guy smiling and flexing one of his arms. He looked like he'd been oiled up or something.

"We call it the dog food gainer," he said laughing again and I smiled because he had read my mind so clearly. "I know it looks kind of weird but it's really pretty good and it doesn't taste too bad either. I can make you a sample if you want."

Something to eat sounded great and I told him so.

"OK, we've got a bag open in the back so I can mix some up for you there." He glanced at the clock above the cash register which said it was a couple minutes after 9:00. "Actually, I better lock the door first since we're supposed to be closed. Just a sec." He grabbed some keys from behind the counter and locked the front door then he came back to where I was standing, took the bag of protein powder from me and put it back on the shelf. "Let's go get you something to drink," he said and led me to a door in the back of the store.

The back room looked like it was mostly for storage. There were boxes and crates of the stuff they sold out front but there was also a sink and counter along one wall. The young guy opened a cupboard under the counter and pulled out a half full bag of the powder he had showed me. Just before he began to put scoops of the stuff into a pitcher next to the sink he looked over his shoulder and did that up and down thing again checking out how I looked.

"So where do you lift? Next door?" he asked, motioning with his head towards Jack's gym.

"Nah," I replied, "I work construction so I get a pretty good workout there. Plus, I do a bit at home." That last part was a lie but even as I started saying the thing about construction I realized I didn't know a lot of guys in my line of work who looked like I did now, especially not at my age.

The kid took another quick glance then added a fourth scoop to the pitcher and filled it about half full with water from the tap. He screwed on a lid that was nearby and shook the whole thing up for a bit. By now my stomach must have figured out there was food coming cuz it was starting to ache again. Man, that food thing was starting to worry me. It seemed like I spent all my time just trying to keep up with my hunger. Hopefully having this powder stuff around would make it easier.

He finished shaking and poured some of the liquid into a plastic cup he pulled from the cupboard.

"I hope you like it. The taste can take a little getting used to."

I took the cup and tried a test. It was a little too sweet if you ask me but I was hungry enough not to care so I chugged the rest of it down and looked towards the pitcher.

"Guess you might as well finish the rest," he said and he poured me another glass of the stuff. It took three cups altogether to finish the pitcher and when I was done I felt the fullest I had in about a day. That was nice for a change.

"So I guess that means you like it," he said taking the glass from me.

"Yeah, it seems pretty good," I said just enjoying the fact that I for once I didn't feel like finding a half a cow to chow down on.

"Cool." Then he gave me another one of those looks and put out his hand. "My name's Dean by the way. I don't think I've seen you come in here before."

I took his hand and was distracted for a second be the fact that mine looked bigger than normal. I hadn't noticed that before.

"Uh, hey Dean. I'm Leo. Nice to meet you."

For some reason he didn't seem too eager to let go of my hand so we ended up standing there for a couple seconds, me getting a sort of nervous and him with this little smile on his face. I guess if things had been more normal I would have figured out what was going on right away but my mind was still going through all that was happening to me so I wasn't as sharp as I normally was.

"So you really don't lift much, huh?" he asked shaking his head. "You know, you oughta try it because you look like you've got some good size already. I'm a trainer part time at the gym and there are a some guys I work with who'd love to look as good as you, and that's after they've been working at it for a while."

Well, that made me feel pretty good even though it wasn't like I had worked very hard for what had happened to me since the night before. Still, it was nice for a middle aged guy to get a compliment on how he looked and when he asked me what I looked like without my sweatshirt on it didn't seem all that strange, him being a professional and all, so I just took it off. He looked down at my tank top and back up at me so I shrugged and took that off too. Probably that was the point when I got an idea of what he was getting at, it's just somehow it seemed OK for him to be interested in how I looked. I mean, I wasn't really thinking of where it could go >from there, I just was kinda getting off on someone else seeing what good shape I was in. And he looked impressed which no one really had for a long time.

Finally, he just said "Damn," and shook his head again. "If that's what you look like just doing construction maybe you shouldn't start lifting after all. People would start going to you for advice and I'd be out of a job."

I sort of smiled and then we were standing there again with this kind of unspoken thing between us. Maybe he was expecting me to do something but I wouldn't have so it's probably best that he stepped forward and ran the back of his hand over my stomach.

"You'd better be careful with that protein drink. You don't want to take so much you build up fat here."

I barely heard him cuz the second he touched me I got this jolt that started in my stomach but pretty quickly traveled to my dick, my balls, my nipples and just about everywhere else. I took a deep breath and I guess my reaction let him know how I felt cuz he turned his hand over and started feeling my stomach muscles. My arms were at my side and I was clenching and unclenching my hands because I wanted to feel him back or grab him or something but I wasn't sure I should. He took care of that too by just stepping forward, sliding his arms around my back and putting his head next to my neck. So I put my arms around him and we stood there squeezing each other while my dick started growing in my sweats.

After about a minute of that he leaned his head back and looked up at me with his mouth open a bit and this funny look in his eyes. It had been a while but I knew what that look meant so I leaned down and kissed his lips, sort of softly, while this voice in the back of my head yelled at me for being a pervert. When the kid started kissing me back, hard, it was easy to push that voice away and really start getting into it.

It wasn't like kissing my wife or most of the other women I had been with. The kid was kissing back hard while his hands, which had been part way around my big back, began to roam all over my bare chest and my arms. And since he seemed to want it the way he was giving it I did the same thing back, shoving my tongue into his mouth and squeezing his back and arms and shoulders. When my hands sort of slipped down to his ass on their own he let out this moan that made my dick shiver in my sweats. Looking back I should have been a lot more surprised by how turned on I got all of the sudden but by that point I wasn't really thinking anymore. I just wanted to get my rocks off.

I guess he kind of led me from one stage to the next cuz it was him who finally stepped back from me and pulled his shirt off over his head. His body looked good, nice and built but not as bulky as mine. He didn't have any hair on his chest and everything was tanned like he had spent all summer outside. He kicked off his shoes and pulled off his socks then looked me in the eye while he slowly slid his shorts and jockstrap down his legs. When he straightened up his dick was pointing straight at me, hard as mine was crammed into my sweats. I figured that needed to be changed and reached for the drawstring at my waist but before I could get it undone Dean had crossed the space between us and was on his knees in front of me.

Looking down I could see him staring at the bulge in my sweats and could feel his hands grabbing me at the back of my thighs. He opened his mouth and put it on the head of my dick which was easy enough to find cuz it was right behind the big wet spot that that had showed up down there while we were making out. When his mouth touched me my knees started vibrating and this groan came out of deep inside me. Fuck, nothing had ever felt so good and I couldn't help grabbing his head with both of my hands and pulling his face into my crotch. He helped though, cuz he wrapped his arms around my legs and held himself right there while his tongue and lips did a number on me through my sweats.

After a couple seconds I got a hold of myself and let go of his head, kind of afraid being too rough with him, but when I looked down he was staring up at me with this big brown eyes and still going at my dick. So I just closed my eyes and let him do that for a while, loving the way it felt and using my hands to twist my nipples, something I never used to do but which seemed real natural lately. When his mouth came off my dick I opened my eyes and looked down and he was kneeling there panting, his lips all wet and my big dick trying to get at him through my sweats.

"Man," he said in this ragged sounding voice, "you're so fucking hot."

I liked that, hearing how much he liked how I looked, and I just smiled this little smile while my arms went up kind of by themselves and flexed so that my biceps jumped up all big and hard. I guess it was the right thing to do cuz he moaned again and then his hands were on my shoes pulling at the laces. I stepped back and just pulled them off then undid the drawstring on my sweats, pushed them down and stepped out of them. My dick was mighty happy to be free and it stuck up in the air looking bigger and meaner than it ever had before. Dean watched me for a second and couldn't seem to decide where to look cuz his eyes kept going from my chest to my arms to my dick to my legs and back around again.

I think we both moved forward at the same time so the head of my dick met his mouth coming towards me and just slipped inside. Once he had it, though, he latched on like it was his to keep. My legs started doing that dance again while his tongue and started working all around the head and up and down the top half of the shaft. Meanwhile, his hands started at my stomach and ran over the ridges there on up to my chest where he found my nipples and started squeezing them like I had been doing. That was a lot to for me to handle and to keep my balance I had to grab his head again which forced another good portion of my dick into his mouth. He didn't seem to mind, and when it hit the back of his throat he just made that moaning noise again and then I felt the head slide down further.

By then it was too much and I was starting to see flashes of lights even though my eyes had rolled up under my eyelids where it was pretty dark. I think I managed to croak something about how I was gonna cum but to be honest I didn't try to pull him off my cock any more than he did. When my balls winched themselves up till they were plastered to the bottom of my dick I started shooting hard right down his throat. It was fucking incredible and made the other times I'd shot that day on my own seem like nothing. I was grunting all the way through and it was a bit before I noticed him shaking on his knees in front of me. Even through the fog I got scared for a second like I'd choked him or something but then the spray I felt on my feet let me know he was shooting too even though he didn't let up on my dick for a second while he did it.

My body was shaking so hard I had to go down to my knees which made him bend over even further sucking all the while. Finally I couldn't take it any more and pulled his head off my dick which stuck out from my groin, still half hard. There were a couple big packing boxes that had been flattened and laid on the ground next to us so I just sort of toppled over onto them trying to get my brain to work again. I felt Dean slide up next to me on the box and bury his face in my chest, his arms wrapping around my shoulders. I put one arm over him and the other over my forehead while every couple of seconds my body shook from these aftershocks that came from my dick and balls.

I have to admit I got a little weird as soon as I got my wits back. There were a few times when I was a kid that I fooled around with some guys in my neighborhood but we'd been too young for much to happen. Since then I'd only ever been interested in women though lately I hadn't been getting a lot of action. Now, on top of getting this big new body I had suddenly had sex with some guy, a total stranger, and even though it'd been great I was pretty confused about how I could have let it happen in the first place.

The kid obviously wasn't confused, and lying there on that box I got the idea he would've been happy to go at it again but I felt like I'd better get out of there and think a bit. I was kind of looking around the back room while all this was going through my head and saw that there was a wooden palette over by the loading door on the back wall with a bunch of those bags of protein drink shrink wrapped together on it. I pointed towards them and asked Dean if he felt like selling some of them to me.

"Yeah, sure," he said, pulling himself off me and raising himself up on his elbows. "How many?"

I did some quick figuring in my head and told him 25 would probably do it and he gave me this look like I was crazy. Maybe I was but I just smiled back, stood up and started putting my clothes back on. He watched me the whole time I was dressing with that funny look in his eyes he'd had when we were going at it and I couldn't help noticing that his dick started acting up again. Just looking at him lying there naked was enough to start that feeling in my groin again even though I had just shot a pretty huge load a couple minutes before but I fought off the urge to rip off the clothes I had managed to put on and throw myself on him. It helped that my stomach was starting to growl again.

Dean got up and started getting dressed too and pretty soon we were both standing there feeling kind of awkward, so finally I pulled out my wallet and handed him my credit card. We walked back out to the front of the store and he rang up the price of 25 bags of the stuff. It wasn't cheap but there didn't seem to be much choice so I signed the slip and told him I'd drive my truck around back to pick the bags up. He nodded but I could tell he wanted to say something more and had a pretty good idea what it was going to be so I headed him off.

"So do you work here very often?"

"Yeah, about four evenings a week but I have the weekends off."

"OK," I said and looked thoughtful. It was kind of funny and a little sad that I was playing the same games with this young guy that I had played with women most of my life. "Well, I think I may need to come back for some more stuff next week then."

He smiled at that but the fact that he looked so happy didn't make me feel very good. I could think of a couple reasons why I didn't think I would looking him up. The fact that I might be a lot bigger by then was the first one but the truth was I felt pretty strange about what we had done together and wasn't sure about repeating it whatever my dick might say.

He came out from behind the counter so I gave him a hug, but not a very long one. As I stepped away he put a hand on my arm and felt my bicep through my sweatshirt.

"Man, I love these big fuckers," he said as he squeezed.

I smiled back and flexed my arm which was enough to make him lick his lips and get that dreamy look which told me it was time to go. He walked me to the door and unlocked it and I told him I'd drive around back. The parking lot was pretty empty except for over by the gym which must have been open pretty late. Thinking about Jack I jogged over to my truck, my thigh and chest muscles bouncing as I ran. It was kind of strange the way my arms had to swing wider than I was used to get around my torso, and my legs rubbed together a lot more than they ever had before. Still, it felt good and I wasn't winded like I would've been a couple days before.

I drove around the back of the mall to where Dean already had the loading door open. By now I was feeling the same type of hunger that'd been dogging me for the last day so I didn't waste any time getting the bags into the back of my truck. Dean offered to help but I told him to just take it easy. I guess construction usually makes a fella pretty strong and even an old guy like me has to throw around a fair amount of weight all day. Those bags felt like nothing, though, and it only took a couple trips before I had them stacked just behind the cab of my pickup. I gave Dean a wave once they were all in place then drove off towards home.

It's funny how a guy's life can change so much in just a day. I glanced at my watch and realized that the night before at the same time I had been in the middle of that four hour long black patch. Before that I had just been another guy pushing 50 wondering how much longer I was gonna be able to work on houses for Ernie before he had to find some kind of busy work for me in his office. Now I looked about 20 years younger (below the neck anyway) and had young guys telling me I was too fucking hot to believe. There was no way me or anyone else could explain what the hell had happened so it seemed like there was no reason to keep trying. Instead I just started laughing at how crazy it all was and tried not to think about anything but how much I was going to like getting something in my stomach when I got home.

I stacked most of the bags of protein drink in the garage near the door to the kitchen but took three of them inside. By that time I was damned hungry so I only glanced at the back of the bag I opened before I dug around inside, found the buried plastic scoop and put four heaping scoops in a pitcher. Then I thought a second and added two more. According to the instructions that was a double serving but I figured I could use it. I mixed the stuff with water and shook the pitcher around like I had seen Dean do then chugged the whole thing right away without even getting a glass. It was still too sweet but my stomach was happy to get fed so I didn't care.

I started taking off my clothes as I headed down the hall towards the bathroom and threw them into a pile in a corner near the sink. Looking at myself mirror on the door I still couldn't believe what I was seeing. Hell, it even looked like I was a little bigger than I had been when I headed out to get the protein stuff but I didn't think of stepping on the scale at the time to check. I spent a couple minutes running my hands over my pecs and arms, watching them bunch and grow as I flexed them, then bent down and felt up my legs. All over my body my muscles were bigger and harder then I ever thought they could be. Maybe I should have been worried at that point cuz there was no sign that the whole thing was going to stop but I gotta admit that I got sort of excited wondering how much bigger I'd be in the morning. It's not like I could go on getting bigger forever I figured but maybe I'd start looking like those really big guys who do those competitions you see on cable. I'd never really cared one way or another about that kind of thing except to think that it must be tough packing around that weight all the time but all of the sudden I wondered what it'd be like to be that big.

I cleaned myself up in the shower, pretty tired by that point and loving how the hot water felt. As I started relaxing I looked over my dick wondering what else it was gonna get me into. That line of thought seemed useless so just like with the blackout I decided what happened with Dean wasn't anything I needed to think about and just finished the shower. After I got out and dried myself off I glanced once more in the mirror and couldn't help flexing my left arm before heading to my bedroom. By now the whole day was starting to catch up to me and I was pretty groggy. Somehow I stumbled to the bed, fell into it and was asleep before I knew what hit me. •