Fred’s odyssey

The sun beat down on Fred's slender body. He was just 18 years old, celebrating his birthday on vacation in the Virgin Islands on St Thomas, on his own out in the world for the first time. Some of his classmates were on the island, vacationing with a group of parents. His father had sent him off, with plenty of money, happy enough to be rid of his underachieving son. Fred stood only 5’6” tall, weighing in at 110 lbs. His short cropped dark hair and blue eyes contrasted nicely, but his skin was scarred with acne, and his smooth body was almost devoid of any signs of hair or muscle. He had a cheerful enough disposition, in spite of his handicap of being such a wimp. His situation was doubly a problem because he was gay, and loved muscle. And well endowed men, and he loved tall men… He'd been with a couple fellows who were basically losers, but whom had one or more of the attributes that he found so attractive. His life was embarrassing, as he stared longingly at hot men having fun on the Blvd, or otherwise swimming in the surf off Venice Beach and enjoying their natural physicality with which nature had graced them.

He spent a lot of time alone on St Thomas, wandering the coast. That's when he met Old Tom, and saved his life. He was walking under the shade of a row of palm trees, to save his tender skin from the hot sun, when he saw a small capsized dory washed up on the sand. From there, he looked and saw a body floating face down, not ten feet from shore.

Fred called for help, but there was no reply on the deserted beach. He splashed into the water, where the waves quickly washed over him. He feared for an instant that he was going to be swept under the surf, but he remembered his High School swimming lessons, and kicked with all his strength and reached the man floating in the water. All this took place in a matter of seconds, and Fred remembered that he only had a few minutes at most, as the man was certainly not breathing, and Fred had no way of knowing how long he had been floating there.

The man was easy enough to flip over, and Fred put his arm around the man's large muscular shoulders, and kicked with all his might towards shore. Slowly, he made progress with the tide helping him. He wished again he was a regular sized fellow, or a real athlete, as this man's life depended on his uncertain skill.

In a minute he made it to the shoreline, and he saw with despair how big the man was, and how difficult it would be to pull him out of the surf. He grabbed the wide shoulders with both hands and pushed with both of his legs, pulling the man up out of the ocean. He was afraid of how long it was taking him. Finally he was clear of the water and Fred quickly knelt, cleared the man's mouth, and began CPR. The man's thick lips still felt warm on Fred's, which encouraged him to think he wasn't too late. In a moment, the man began to cough and clear some water from his lungs. He sat up, Fred helping, and coughed for a few minutes, breathing.

“Lord that was almost the end of Old Tom,” he said in a softly accented voice. His clear eyes turned to Fred. “I owe you my life. I was bringing the boat in when I got caught in a wave, and hit my head. I musta fallen in the water.”

Fred saw a very tall, smoothly muscled black man. He had some gray peppered into his beard, but his form was muscled and tall, about 7’1” tall, and from the ragged shorts he was wearing Fred saw a huge bulge that was obviously his cock and balls. Tom's cock was hanging so low that it almost hung out of the shorts he had on, and they weren't cut very high. Fred wondered if Tom had a hardon from being knocked unconcious. Fred quickly averted his eyes from the oversized bulge, but not before Old Tom noticed. Tom had a big bruise on his forehead, but as Fred watched Tom rub his forehead it faded quickly. Had it really been there? Or was it just some dirt from the ocean or trick of light?

Old Tom took Fred to his cottage on the beach, which was surprisingly comfortable and modern. He moved with surprising grace for someone older, but Fred couldn't tell if Tom was 60 or 30, the way the light played on his face.

“We really should have you see a doctor,” Fred told Tom.

“I'm fine son, thanks to you! After all these years of Old Tom being on the earth I almost ended everything today. When I do go, it'll be something that sneaks up and surprises me like that wave. I didn't have a chance to hex it away before my head hit the boat!”

“Hex it away?”

“Never you mind boy! There's things you don't know yet!”

I'm not a boy! I'm 18 years old! I'm legally a man!”

“I guess you are that right enough.” Tom's eyes seemed to suddenly peer into Fred's soul. There was a disoriented feeling like Tom suddenly knew Fred's every secret, his every desire. Tom sat back, and seemed to make up his mind about something. “You come back here tonight, Fred. I'm not going to shirk my debt to you. I'll pay it, that's my word.”

“You don't have to pay me anything!” Fred protested. “I didn't save you for money!”

Tom relaxed and smiled. “That's the proof I chose rightly! Then it'll be a gift, and that makes the power ten times as strong!” His strong hand grabbed Fred's shoulded. “Promise me you'll come tonight!!”

“Okay!” said Fred. “I promise.” Tom relaxed and let go of Fred's shoulder. He picked up a straw hat, leaned back and stretched out his legs. “Go now, Old Tom's got to rest!” Tom put the hat over his face for shade and stretched out further. As Tom stretched out his shorts rode up his legs and his cock slipped out, sliding down his dark skinned thighs. It was massive. Even soft, it must have been 8 inches long, thick and bulbous, with a massive knob of a cockhead. Still filling the massive basket in his shorts were two large swellings, huge peach sized balls that stretched the fabric even without the enormous cock inside the shorts. Fred stood up, looking down at the giant. Old Tom's body looked like a bodybuilder's, only about 20 years old. He wanted to say something, but thought better of it. He stared for a moment more, then walked away down the beach to his hotel room bathroom, where he jerked off three times, then threw himself exhausted down on the bed.

In his dreams Fred was assaulted with alarming visions of nightmarish proportions… huge muscular men of all races with enormous cocks, exaggerated proportions and leering gazes… men with huge balls, men with extremely long torsos, massive drooling tongues, and all of them trying to reach him. In his dream Fred realized they were worshipping him… it was astonishing to him… in spite of the implicit danger of the visions, Fred felt strong and assured in his dream.

When Fred woke up he was covered in sweat and his heart was beating a mile a minute. It felt like it was going to burst right out of his slender chest. It was already past 10pm, and Fred wondered if he should forget going to see old Tom. The island could be frightening at night, and Tom's cottage was in the middle of nowhere. But Fred felt a real sense of urgency, and decided that he could at least walk out there and check to see if Tom was okay.

Fred ran down to the ocean in his trunks and dove in, letting the warm salt water wash the sweat from his skin. After a minute he climbed out, squeezed most of the water from his short hair with his hands, and pulled on a baggy t shirt. Fred wore a lot of baggy clothes to hide how skinny he was, not that it did much good. He never wore speedos, as his cock and balls were definitely on the small size. That's why he wore baggy trunks to at least leave it to the imagination he might be decently hung.

Fred walked down the beach, the salt water drying on his skin in the warm summer evening. It was close to 11pm when he reached Tom's cottage, but the place wasn't silent, far from it. There were several huge bonfires lighting up the jungle night, and a loud group of locals were dancing and singing, playing drums and celebrating.

Fred walked up into the group, and was astonished as one by one they all stopped what they were doing and turned to stare at him. The group stopped playing. Tom was sitting up on a chair in front, that for all the world looked like a throne. Tom leapt up off the chair and clasped a big, longfingered grip on Fred's shoulder.

“This one,” said Tom, “is my friend. He has a strong heart! I owe him the blood debt, and I aim to pay it back, strength for strength!” The drummer started a beat and everybody clapped and cheered. Through the evening all of them came and greeted him as a friend, offering him little gifts, a small bag tied with cord, some incense with muttered words of instruction, some feathers bundled together, small vials of red and black and amber liquids, given as charms or wards or good luck. Many of them seemed to have something to do with strength, or speed, or power. The visitors blurred together in his sight, and he found it difficult to focus on them, although he remembered, indeed found it impossible to forget, the words they spoke to him and their names. Several of the gifts were merely spoken words, or chants. One lady witch, also of indeterminate age, said a complicated “binding” and laughed. She said he'd make Tom small soon. Then she laughed again. Another old crone was reluctant to approach Fred, but Tom insisted, whispering something fierce in her ear. She splashed some few drops on Fred's face and screeched at him. Tom told him not to fear, it was a gift of potency. Sometime after midnight the party broke up, quite quickly. Fred was alone with Tom, delirious with the scented air and drink which had been plied on him.

“You've been given a gift tonight,” Tom told him. “Use it for yourself, but don't hurt others with it. You'll grow and learn to walk between reality and the dream world, and take what is good there back to reality.”

Fred swayed slightly and Tom reached out to steady him. In a moment Fred found himself leaning against Tom's strong chest. He looked up into Tom's eyes and Tom's face was that of a youth. He opened his mouth to speak but Tom hushed him and leaned down to kiss Fred on the lips. His huge thick tongue slid deep into Fred's throat, astonishing Fred with its size. Then Fred remembered something else that was huge and slipped down to his knees. It only took an instant to unfasten Tom's shorts, and then he tugged down the shorts halfway. Fred gasped. He continued to pull and as he did two huge peach sized testicles were revealed. He pulled the shorts all the way down and a long bulbous cock slid out, eight inches long soft, and bounced and swayed in front of this Island God Muscle Man. In seconds Fred was sucking on this monster, stroking with both hands. Tom's cock grew longer and thicker violently, in seconds pushing against the back of Fred's throat so he had to back up quickly. Tom was enormous erect. At least 13 inches. Fred sat back and looked in disbelief. Just then a spurt of cum shot from Tom's cock and sprayed Fred's face and chest. Fred dove down on the huge python and did his best, taking the head and a few inches in his mouth, the rest lubricated with saliva and cum and stroked by hand. Tom kept leaking semen but it didn't seem that he was coming. After some moments he started to become very animated. His huge balls were churning visibly in his sack, and starting to slowly pull up under the base of that incredibly long shaft. Tom grabbed Fred's head in an iron grip. Fred could feel the huge load start to pump up the shaft under his hands. Then Tom drew Fred's entire head forward, forcing the huge knob of his cock deep into Fred's throat, deep throating him until his huge balls rested on Fred's chin. There was a moment of unbelievable sensation, and then Tom unloaded a huge amount of cum down Fred's throat, directly into his stomach. Tom's balls shrank visibly as he unloaded an unbelievable amount of cum, filling Fred's stomach to capacity. Fred felt the weight of this huge load sloshing in his stomach, and Tom pulled out his massive schlong with a plop.

“There.” he said to Fred. “It's done.” Fred passed out and collapsed into Tom's arms.

The light of the morning sun woke Fred. He felt wonderful. He stretched luxuriously. He suddenly remembered the night before and sat up with a sudden start. He was in his hotel room. The entire vivid recollection of the evening suddenly seemed very remote and doubtful. But sitting on the bedside table were the little charms and potions and spell scrolls in quite a large and untidy heap. “Oh man!” he said aloud. “I must have gotten completely drunk! Tom must think I'm an idiot. God knows what really happened last night!!!”

He leapt out of bed. Odd that he should be so clear headed, wide awake and energetic after a night of drinking. He padded into the bathroom to take a leak and panicked when he grabbed his cock. It wasn't his cock. His cock was small and unimpressive. What his hand had just closed on was as thick as a salami, and hung far below his hand. He had to pick up the rest of it with his other hand, and it still extended inches beyond both his hands, soft. And it was heavy. He hefted it in his hand, feeling the weight. Just then he really had to take a leak. He splashed in the bowl a long thick stream for quite a while, then amazingly hefted his cock, was it really his cock?, again. He stroked it and the sensation was incredible. His buttocks tightened, his chest ached, and all of his muscles tensed. And his cock lengthened two inches, and hung even heavier in his hands, still soft.

Fred hefted his monstrously oversized penis in his hands as sexual energy hit him like a freight train. The increased tingling ache in his chest made him gasp from its intensity. His buttocks tightened further, pumping up and sticking out more. His cock lengthened inches more suddenly, twisting out of his grip as it instantly grew. It bobbed at half mast hanging out and down in an arc, the weight of it causing the half erect monster to curve downward. Fred gasped in delight and frightened excitation. He looked up then for the first time in the bathroom mirror. What he saw was amazing. He was still himself, still definitely Fred, but changed. His hair was longer, more luxuriant, swept back. His eyes were hypnotically intense. His face was more mature, still youthful but now handsomely proportioned. His body was bronzed a golden brown and was toned and taut as never before. But most insane was the enormous snake hanging obscenely between his legs. It literally throbbed as his heart pumped. He reached down and hefted his huge penis, and grabbed it further out the shaft with his other hand. The sensation was incredible. He began to stroke it and it grew longer still… 3 or 4 more inches, then the incredible thick head on his cock swelled up and got red. The shaft of his cock thickened by more than an inch in diameter. The incredibly thick base of his cock was soon overshadowed by the width of the shaft as it grew thicker. Fred could feel new muscle strength in his body supporting his freakish cock as it became rigid and hard. The weight was incredible, but his body supported the heaviness of his monster easily. It stuck out from his body like a third forearm. He stroked the now hard monster and felt incredible sensations throughout his body. It was as if he was being rewired, like his body was still changing and adapting to this freakish addition to size. He gasped again as thick precum began to ooze from the huge slit on his cock head. It began to drip down onto his hands. The increased slickness was all it took. Fred felt that he was going to cum.

His cock began to spasm. His body became rigid and the sensation that normally accompanied his orgasm began in his monster penis but then spread to his chest, legs and the rest of his body. It was as if he was one giant penis all over. He orgasmed, shooting a thick stream of cum from his cock. The sensation was amazing. After about a minute it subsided and Fred saw a thick stream of cum spattered on the bathroom mirror.

His hands were still on his monstrous cock, which began to subside as a normal-sized cock might. In a few minutes, Fred was standing looking at the reflection of a handsome young 18 year old stud in the cum spattered mirror. His enormous cock hung flaccid like a doubly thick garden hose between his legs.

“What did he do to me?” Fred asked aloud. “What's happened to me?”

After he cleaned up the cum with a handtowel, rinsing it out in the shower, Fred quickly showered down, cleaning the precum and sweat off his body. He felt imbued with a sense of strength and well being. He shook out his hair and it fell down luxuriously onto the nape of his neck. Yesterday it hadn't even touched his neck.

He noticed that his nipples seemed larger and more sensitive too… They seemed to stick out much further than before. He brushed one with his hand and shivered at the feeling.

He hunted in his school supplies and found a 12” ruler. He wondered if it would be long enough. It was, for his flaccid penis. Barely. His flaccid penis was 10 and 3/4 inches long, and over 2 and 1/4 inches wide at the base. He was still shivering with excitement but already a sense of calm was asserting itself.

Fred knew that Tom was the one who had given him what he'd always wished for. Tom must have known that he'd never have asked for what he really wanted if given the chance. Why? Fred wondered. This was wonderful. Fred realized that he was going to have to stop being afraid to ask for what he wanted. He might have to do more than that, even. He might have to find what he wanted and take it.

Getting dressed was now a problem. Fred pulled on the shorts he'd been wearing yesterday, and his cock hung well below the bottom of the pants leg. He then pulled on a pair of his old levi's 501's, and discovered that they were shorter in the leg than he remembered by about 2 inches. Then he realized that he was taller by about 2 inches. No longer 5’6” tall, Fred was now 5’9” tall as he discovered as he quickly measured his height against a door frame with the ruler. No wonder he looked better in the mirror!!

But the 501's weren't any better for his problem… his thick cock was still hanging far down his thigh, bulging obscenely in the soft worn cotton. Eleven inches of cock was going to be a problem… a BIG problem. Fred started experimenting with his cock… it compressed somewhat in length when supported below the head, by about 3 inches… In thickness it stubbornly remained unshrinkable. Fred thought the weight of his monster cock must pull it down when not supported, so unless it was trapped in a jock or tight jockeys it was always partly inflated.

Finally, Fred found a seldom used jockstrap in his sock drawer, and managed to get his cock inside it. Even then, he was 8” long and 2 1/4” thick. But it would hide in his baggy shorts and swim trunks, and wasn't impossibly obscene in the 501's, if he rolled the head of the cock under to his balls and kept his cock centered behind the zipper. It made for a huge basket, but with a loose untucked shirt it would work, or so he hoped.

He decided to wear his baggiest shorts with his jock and a long oversized t shirt. That would disguise the growth of his cock, and also hopefully minimize his new height.

At breakfast he quickly got seated, and stared fixedly at the menu. Some of the other guys looked at him oddly, but Fred just gave them a quick smile and looked away. They couldn't be seeing his cock, as he was sitting down. No way they could tell he was taller. Maybe they were noticing his longer hair or maybe it was that what he'd seen in himself in the mirror showed to everyone in the room. Several of the others waved at him, or otherwise paid him more attention than usual. Fred flushed at the thought of being the center of attention, but he didn't feel embarrassed about the idea. He was excited by it actually. He felt his cock stir for an instant. “Down boy!” he thought, and his cock reluctantly subsided.

A clattering tray made him look up as his one real friend on this vacation sat down opposite him. Jack Simons was a blonde haired short fellow with an energetic nature and a winning smile. Often Fred wondered why Jack bothered being his friend, but Jack and he always had a GREAT time together, laughing, talking, and just being friends. As cute as Jack was, Fred had never made a pass at Jack. He valued his friendship more than a cheap sexual thrill. Jack was probably gay. Certainly he was bisexual at least, and certainly he'd been celibate for a long time. Fred often thought Jack didn't even admit to himself that he was gay. Jack often talked about girls, but only ones that were unattainable, movie actresses and celebrities. He never made any effort to date girls he knew. Jack read men's bodybuilding magazines too. Fred sighed. Why were people so screwed up with sex?

“Heya Freddie!”

“Hi Jack!”

“Heya you're looking good Fred! Finally got some sun I see! Be careful, if you start on this health fitness thing you never know where it could lead you.”

“Oat cakes”

“Bran Muffins”

“Situps at dawn”

“Eight hours of sleep per night”

“Arnold diction lessons”

“Long life”

“Interpersonal relationships”

“Say it ain't so Jack, say it ain't so!”

They burst out laughing. Fred with relief that Jack still responded to him as a friend. He couldn't stand losing his friend.

They ate breakfast, and afterwards decided to go swimming. When they stood up, Jack looked at him oddly.

“Fred, you're taller.”

“Yeah sure.”

“Seriously Fred. You're taller”

“Guess I've been growing a bit. You noticed cause you're wearing your sandals instead of your boots.”

“Right… sure… well, let's go.” Jack punched him in the arm, in a friendly gesture. It didn't hurt like it usually did. Fred's arm absorbed the blow. Actually, it felt good.

Fred rubbed his arm where Jack had punched him. A warm feeling spread through his tricep and biceps. He crossed his arms and massaged his upper arms simultaneously, squeezing hard. The warm sensation spread through his arms and up into his shoulders and chest. It felt really good.

Fred realized that he was standing, massaging his biceps and triceps. The sensation was wonderful. Jack was looking at him oddly.

“Sorry, Fred, I didn't mean to hit you so hard.”

“Um, its okay, just had a muscle cramp… must have slept funny last night!”

“Didn't think you had any muscle to cramp!”

Fred flexed his arm. A very small bicep jumped up. Still, it was better than nothing. Jack grinned. He was very muscular for his size. He flexed both biceps.

“How's this for biceps?” Jack's biceps were solid, thick, and big. Fred laughed in appreciation.

“You're the Bicep Man, Jack, you're a total muscle god. Probably beat Mr. Universe if you wanted to.”

“Yeah, but why waste my talent on a small-time muscle contest like that?” Jack smiled. “I wish I was bigger than Mr. Universe!” Jack was about 5' 9” tall.

“Yeah, me too. You could be a hulking muscle man! Then you could protect me in the wilds of the jungle here.”

“Ha ha! very funny.” Fred remembered how sensitive Jack was about his height. That was probably why he worked out, to be big and impressive if he couldn't be tall.

They decided to walk up the beach. Fred deliberately headed towards Tom's shack on the beach. He wanted to see if Tom was there. The weight of his huge cock swung with his hips, which was an odd sensation, but after a few minutes he felt more adjusted to it and fell into his natural banter with Jack. Everything seemed much clearer in the sunlight today. His mind was rested and calm, his now longer legs strode easily along the sand, and he was enjoying the tremendous sense of well being he felt. All of the little hurts and aches that normally plagued him seemed gone.

His body reacted with pleasure to the pounding of his feet in the sand. He started to run, and Jack and he raced together for some distance before he even started to get winded. He pulled ahead of Jack, and gained some distance on his stockier friend. Then his heavy cock bounced out of his jock and hung down his leg as he ran, extending 11” flaccid, and flopping and bouncing like a garden hose. Fred quickly stopped, dropped to his knees as if winded, and quickly repackaged his monster. Fred was frantic. Had Jack seen his cock flying? Would he believe what he'd seen? He was red with embarrassment as Jack arrived, his hand still inside his shorts, packing his straining jockstrap with 11” of firehose. Jack looked at him as if he was crazy and Fred pulled his hand halfway out of his shorts and pressed his hand into his side.

“I think I still have that cramp from this morning!” he told Jack. “I have a real stitch in my side!”

Jack bought it. “You shouldn't run so damn fast after breakfast! You ate like a pig!”

“So did you. But you're not hurting.”

“Look Fred, we're different, I wish you were as healthy and strong as me.”

“Me too!” Fred stood up, and quickly pulled down his t-shirt as Jack looked puzzlingly at his crotch. “I'm feeling better. Let me walk it off!”

They arrived at the shack. There was no one there. The place was deserted… but recently. The signs of the party were everywhere. There was where Tom had been sitting. There was where the dancers had partied. The house was empty, everyone gone. Jack didn't seem to think much of the deserted shack. Fred was puzzled. Whatever magic had happened here, it was gone and done, Fred thought.

Tom was a voodoo man, Fred was sure of that, and had given Fred this gift of a huge penis for saving his life. Of course, he thought, Tom overshot his gift somewhat. But then he realized that he loved being huge hung, even if everyone found out. That was weird, thinking like that. But he wouldn't give up a single inch of his cock now. If he could be with one of his muscle friends now, he thought, they might really get off on him too. That would be wonderful.

Fred was standing in the doorway, in bright sunlight. He absentmindedly was rubbing his chest, scratching some sort of itch, and then rubbed his stomach with his other hand. His whole body had an itch deep inside. It felt good to massage his muscles. He was imagining what it would be like to have a muscle stud worship his cock, and daydreaming. It would be wonderful. He could feel his cock throbbing in the jockstrap. That alone was weird. He usually only came once per day, if that, and he'd jerked off that morning, just a couple hours earlier.

Suddenly he realized something was wrong. He hadn't been paying attention. He'd pulled up his t shirt to rub his stomach. And Jack was standing about ten feet away, staring at his crotch. Just then, his cock burst out of the straining jockstrap and fell down his leg, hanging out of his shorts, bouncing at almost 11 inches.

Jack stared in amazement. Fred was frozen. “Jesus Christ!” whispered Jack. “When did that happen?” Fred stuffed his cock back into his shorts again. It was still an obscene bulge, incredibly thick.

“Last night” Fred quickly told him about Tom. “I'm sorry Jack. Please don't hate me cause I'm gay! I can't help it.”

“I don't hate you Fred!! I knew you were gay. I'm bisexual myself. I like women, but I also have a thing for guys. BIG guys. You know I like musclebuilders. Big things turn me on. Please Fred, will you let me see your cock again? Please?”

Reluctantly, Fred pulled down his shorts. His jockstrap bulged incredibly. Fred turned sideways to show it up for Jack.

“Please Fred, let me see.”

“Go ahead.” Jack quickly kneeled down and pulled down the jockstrap. “Oh my God” Jack breathed as he lowered the jock and saw that Fred's cock was folded up under. He lowered the strap and as he did his friend's cock lengthened as the restraining pressure was loosened. He lowered the strap and Fred's cock unrolled and lengthened, hanging finally at an obscenely huge 10 3/4” soft and 2 1/4” wide at the base.

“incredible” whispered Jack. “Yeah.” replied Fred, looking down at Jack with loving eyes. Jack reached out and hefted his pal's cock. It felt wonderful.

“It's so heavy!!! So Fucking Thick!!! So Fucking Long!! Look at that fucking big knobby Cockhead!!! Fuck!!!”

Fred felt the worship wash over him like a wave. His cock lengthened violently 4-5 inches. Jack gasped. “Is that all the way man?” Jack asked. “Not even close” Fred replied. His cock was swaying at halfmast. “Go for it Dude!!! I want you to!!!”

Jack grabbed on with both hands and started stroking. Again the cock lengthened another 4 inches and started to balloon thicker and thicker. In about 15 seconds Fred was completely hard. It was incredibly exciting, even hotter than his morning jerkoff. Jack had to stand and grab the giant erection to reach the enormous red throbbing head with his mouth. Already Fred was oozing a huge amount of precum. Jack was amazed. Fred was amazed by how Jack started sucking on his cock. Jack flashed Fred a hot feral grin and went to work.

The sensation was overwhelming. Fred started moaning deep in his chest. His body was on fire when he finally came, and Jack took Fred's cockhead into his mouth and swallowed all of the cum. When Fred finally pulled loose, a huge gob of cum was dripping from the corner of Jack's mouth. “WOW” said Jack. “Wow!!” said Fred. They kissed deeply, the cum mingling on their tongues. Then they tumbled to the sand in the shade of the shack and fell into each other's arms. Fred's huge cock was resting on Jack's stomach, even becoming flaccid it was a huge snake. Jack and Fred held each other. In a moment, they drifted off to sleep.

Fred dreamed of Jack giving him the blowjob again, Jack so hot and big and sexy and muscular, Fred even more sexy and handsome, with a hotter body, and Jack taking Fred's huger than ever cock in his mouth. In the dream Fred came again and again. The dream faded in a jumble of hot erotic images.

Fred wakened as Jack moved under him. He opened his eyes. Something was weird. It turned out that what was weird was Jack. Only it wasn't Jack… Not Fred's Jack. As Fred sat back he saw Jack growing taller, bigger, thicker, more muscular, and more manly. It was the freakiest thing that Fred had ever seen. His youthful vigor persisted but his body was reshaping itself in moments. And Jack was sleeping peacefully through the entire event. His legs sticking out of his trunks visibly swelled with muscle, becoming cut and thick in moments. His t shirt rode up his chest, bunched under his armpits, and rode up to reveal his six pack abs growing thicker and bigger. Jack's abs swelled up looking like thick steel cable under his skin. Jack's shoulders grew impressively wider, and his chest spread wider, his pecs growing deeply thick and cut.

But the most impressive change was Jack's already respectable biceps. They ballooned up massively. His arms lengthened and thickened. His triceps expanded enormously. The xxxl shirt which had hung on Jack like a loose sack now was completely tight, except in the waist, which was still slender and sexy. Fred stood now watching the incredible change in his sleeping friend. Jack's traps were thickening, getting huge. His face was incredibly hot and square cut, with his cute face now completely transformed to a handsome muscle face, but with his youth preserved and amplified. Fred was amazed. Jack's nipples were hard under the t-shirt. They were probably each an inch long. It was incredibly sexy.

The spread of Jack's lats actually lifted the sleeping youth up higher off the sand as they grew and spread into a huge V cut. The growth of Jack's glutes lifted him higher there too, and the tightening shorts showed off Jack's basket to good advantage. Fred was astounded that Jack could sleep through this. Jack stirred in his sleep. Fred was astounded at the size of Jack's thickening biceps. It was incredible.

Jack stirred and woke up. He looked up at Fred, smiled deliciously, and said, “I feel wonderful.” His pleasant tenor had changed to a sexier, deeper baritone. Jack eyed Fred hungrily, his gaze falling to Fred's crotch, then a look of surprise crossed his face. “Dude!” Jack said. “You're bigger than ever!”

Surprised, Fred looked down at his cock. It was completely flaccid, but thicker and longer and bigger looking than ever. The rest of his body looked better, different, too. Fred looked back up at Jack. “Jack! So are you, Dude!”

“What? Oh my God! What!!? Oh my God!! Oh Fuck! My God!” Jack sat up, looking at himself in astonishment. “Jesus I am FREAKED!”

“You sure are Jack. Completely FREAKED MUSCLE!”

“What did you do? Did you….?” Fred shook his head.

“No, Jack, I swear. I have no idea how it happened, except it must be Old Tom!” Jack jumped up to his feet, then almost fell over. His balance was completely wrong. He reached out and steadied himself against the shack. He looked out his long, muscled arm, and the bicep with the t-shirt bunched up at the top of his arm. He was incredibly sexy to Fred. Fred stared at Jack with longing as Jack flexed his left arm. The bicep jumped up like a cannonball, only bigger. The t shirt tore out at the arm and pec. Jack's hard nipple stuck out of the torn t-shirt. “Fuck me….!” whispered Jack.

“YEAH!” said Fred enthusiastically. Jack was about 5’11” tall now… he'd gained 2 inches in height, Fred estimated. And Jack was thicker than any bodybuilder Fred had ever seen in any magazine. Jack's arms were hugely oversized but packed with muscle so thickly you probably couldn't add any more mass and still flex them. His legs were thicker than any Fred had ever seen, even cruising the pro guys at the gyms. Jack was amazingly freakily proportioned, but somehow was both massive and proportioned. It was odd. There was not a bad angle or size or curve on this stud that Fred could observe.

But the weird thing was that Fred was now taller than Jack. Fred walked up to Jack and put his hand on Jack's oversized cannonball bicep, then felt his delts and pecs. Jack looked up at Fred. Jack looked considerably up at Fred. Fred was noticeably taller than Jack, probably about 6’1” tall. Fred realized he'd grown 4 inches taller while he slept. “Jesus, Fred you are so fucking hot looking!” Fred blushed. It made him feel very special to realized that even in the midst of this confusion Jack obviously noticed Fred, even when Jack was dealing with something so freaky. “Yeah, you should talk!” Fred told Jack.

“No man I'm serious!! You are a total fucking hunk!!! I'm melting just looking at you stud!!!”

“I am taller now… and so are you…!” Fred added hastily. Jack ignored the height comment.

“Yeah, Fred! You've grown taller all over, if you see what I mean!!!”, Jack leered at Fred's crotch. Fred's cock did look bigger. It felt bigger. It was bigger. Fred lifted it. It was heavier by a lot, and thicker. It hung almost to his knee, lower than before. Fred remembered that he was 4 inches taller now than before his sleep. Somewhere he'd heard that people's height was mostly in their legs, that everyone's torso was about the same length. If that were true, and his cock hung lower, then… “Damn! You're right Jack. I'm not only taller, my cock is bigger than ever!”

“And that's not all! Come on Dude, I think I saw a mirror inside.” They ran into the deserted shack and Fred and Jack stopped suddenly, seeing themselves in a large bureau mirror that was tipped up in the corner. Jack stared at himself. Fred stared at himself. They loved what they were seeing. Jack posed a double bicep and tore out the other arm of his t-shirt. Then he posed a most muscular, and tore clean through the overstretched fabric. The t-shirt fell into tatters. Jack's muscles swelled bigger, freed from the constraining fabric. Jack ripped the tatters from around his waist. Now he was wearing only his too tight shorts. He posed aggressively. Fred was thrilled. He saw Jack's muscles swelling bigger and bigger. “Jack, Dude you are getting bigger as you pose!!”

“Yeah!!! I'm getting a real pump!!!! Feels good!! Feels really good!!!” Jack's chest was a marvel of massive chiseled muscle. His chest hair perfectly complemented his hot build. Fred couldn't have dreamed of Jack looking hotter, more muscular or more handsome. It was astonishing how hot he looked.

Fred looked at himself. He stood three inches taller than Jack now, although Jack was far heavier and wider. He'd grown from 5’6” to 6’1” tall as near as he could tell. And that was in the last 12 hours or so… Last night when Fred went to sleep he was 5’6” tall. That was 7” of growth in such a short time.

Fred looked at his face and body and gasped. He was a fucking angel. He was an incredibly handsome hunk, an incredibly handsome incredibly hung hunk. He was still Fred, but transformed. It was like a dream, a dream come true. But it was real.

Not only was his face beautiful, his skin bronzed and perfect, but he now had some muscle. Not anything like Jack, but sort of like Jack use to have. His entire proportions had changed into something incredibly sensual. His lower torso was slender, with his dark pubic hair running sexily up his tight abs to his chest. His upper torso mounded with tight muscles, lats flaring to a broad set of hunky shoulders, with long, strong arms complementing his six pack abs and square cut pecs. His nipples were large and sensitive, darker in color than before. His hips were slender, with long strong legs flaring down on each side of his monstrous cock. He looked into the mirror, and on a hunch stuck out his tongue. Then he stuck it out some more, and more. Fred's tongue stuck out of his mouth about 8-9 inches long beyond his lips, thick and strong. Fred posed his body. When he moved it was with a grace and sensuality and athleticism he'd always lacked.

He flexed a bicep, and a grapefruit sized bicep popped out. Fred gasped. He didn't think it would have been so big, to look at his bod. It was hot. Fred posed a double bicep, and was amazed to see the muscle bulge and flex out of his arms. His muscles flexed much bigger than they looked relaxed. He tried a most muscular. Again he gasped. It was incredible. His pecs and delts and traps swelled up thickly.

“Yeah, stud's got some muscle now!” said Jack. Fred nodded, speechless for the moment. Fred stared at his body in the mirror. Finally he said, “Damn. I can't believe my cock got bigger.”

“I can! I couldn't believe anything else, looking at that monster cock of yours Fred!” Fred blushed. It was a major turnon that Jack talked like that to him.

“Careful Dude, you'll get it angry”, Fred joked, “Damn! Its so fucking huge! And my cockhead is so big now too!!”

Jack apprised Fred's crotch with his eyes. “And that's not all that's gotten fucking huge, Fred. Check out your monster balls.” Fred looked down again, and then lifted his heavy cock up and out of the way, and stepped so his legs were farther apart.

“What the hell you got in that ball sack, Fred, a couple of apples?”

“Fuck me!”

“With pleasure, Dude.”

“Man look at these balls!! They weren't like this this morning!!!”

“I'll vouch for that. I got a good look. You had maybe a pair of AAA Extra Large Eggs in there this morning. Now I think you might be lucky to put those apples in your jockstrap. Forget about that monster cock, it ain't going back in there.”

Fred's balls had grown enormously during his short nap. Last night they'd increased in size some, Fred was sure, but not enough that he even thought about it compared to the fantastic growth of his cock from 2” soft, 5” hard to 10 3/4” soft, who knew how big hard?

“Jack, how big do you think it is?”

“What's the matter, worried your cock is too small?” Fred felt a thrill at the friendly barb. “Yeah, right, I wish it was even bigger! I'm serious Jack… how big do you think it is?”

“Well, we could measure it, is there a ruler around?” They looked about but there wasn't anything they could find. “Probably need a yardstick to measure you, Big Man.”

“Right, I'd need more than a yardstick to measure your sexual appetite, Muscle Stud.”

“I wish…!”, said Jack, pausing for a minute with a grin on his face. “Love to go at it, be able to keep going…! Both of us, insatiable!!”

“You wish!” said Fred.

“And you!!!” retorted Jack. “Admit it!!” Jack smiled at Fred. “Well…., yeah, I wish! Both of us going at it as long as we wanted to! And wanting too!” Fred admitted.

“And able to cum, to orgasm, ten, twenty times a day, or more!” Jack turned and smiled seductively at Fred. He gently swayed his body. His abs rippled. Standing in profile, Jack cut an awesome figure with his tightly packed shorts and pumped muscles. Fred felt a hot burn start in his chest. “Yes, I wish that too, Jack,” he said softly. Fred suddenly realized that Jack hadn't cum yet. Jack had given him an amazing blow job, but he hadn't done anything for Jack's pleasure.

“Ready for some more, Mr. Big Stuff?” asked Jack.

“Ready for some more, Mr. Muscle Stallion.” replied Fred. To Jack's astonishment, Fred got down on his knees in front of Jack. “Its your turn, Jack. Pose and show me your muscle…!”

Fred unbuttoned the shorts. He pulled them down a bit to reveal a pair of tightly packed Calvin Klein underwear. Then they wouldn't go down any further. Jack's thighs were too big, even for the baggy shorts. Jack quickly and easily pushed them down, tearing them and then they fell down and he kicked them off.

Standing there in just his calvins, Jack was astonishing. He was freakish mass, bigger than anyone, but also somehow proportioned, and his face was amazing.

His package was enticing too… Fred like big muscle, and big cock. He thought perhaps that he would find some changes there too on this muscle freak.

Jack certainly wasn't hung as Fred was, but he sure didn't look small by any means. Fred pulled down the calvins and Jack's cock and balls flopped out and descended.

“Wow buddy!” You got big muscle everywhere!” Fred shivered.

“Oh, Geez…! I had no idea!” Jack gasped.

“Too busy looking at your mountainous biceps to notice your basket stud!??!!!” Fred jibed.

“Yeah I guess, I mean I felt big, but I didn't realize!!!.” Jack stuttered.

“Don't worry about it Jack… I'm very happy.. very happy for you! and for me!!!”

“Thank you Fred,” Jack said. He had a few tears in his eyes. “Thank you!!”

“For what?” Fred asked.

“For being my friend, for getting me involved in this, for this,” Jack touched his humongous bicep, “and for this,” he said finally reaching down and hefting his cock. It was incredibly thick. His hand wouldn't go around it.

“It's so thick Jack, thick just like you… your muscles!” said Fred. Two tennis ball sized testicles hung close below his cock, pushed forward by the thickness of his thighs.

Jack's cockhead was thick and flared. It was huge, thick like his cock. Jack put his hand on the end of it, feeling it, hefting it.

Despite the size of his cock, Jack's cock was unusually proportioned. It was long, longer than most guys hard, about 6 1/2 inches long freed from the calvins, arching down over his tennis-sized balls. The thickness was amazing, however. Thicker than Fred had been erect when he woke this morning, so thick Fred couldn't put his hand all the way around it.

Fred grabbed Jack's coffee can sized cock with both hands and started to stroke it. “Ohhhh yeah!!! Fred!!!!! Fuck yeah!!!!!!” moaned Jack. He posed like a Bodybuilding God.

Fred jumped back in astonishment. “You horse hung fucker!!!”

“Didn't I tell you Fred? I've always been a grow-er, not a show-er!!!”

Jack's cock lengthened, slowly growing longer and longer and longer, inch by inch by inch. Fred sucked back on Jack's manhood, licking up the precum and using his huge tongue to wrap around that monster thickness and lube it up. With both hands and his tongue and lips Fred worked his friend's huge cock. As Jack's cock lengthened, Jack responded vigorously. He reached down and ran thick fingers through Fred's thickly luxurious shoulder length long dark hair. Fred loved the feeling of Jack's hands in his hair. He looked up at Jack. Jack was completely totally pumped. Jack started fondling his nipple with one hand. Finally Jack reached what seemed to be full erection. Fred pulled back for a second to look at the full erection. Although not much thicker than when soft, Jack's cock had lengthened over the last 3 minutes to be about 2 1/2 to 3 times its length when soft, Fred estimated.

“Now who's Mr. Big Stuff, you horse-hung muscle stallion?” asked Fred.

“Ohhhhh!!!!” moaned Jack.

Fred took the cockhead into his mouth, and sucked for a minute. Jack was going wild. His huge balls were starting to draw up under the base of his cock somewhat. They were really fighting gravity. Fred pulled back for a second and said, “Come on you muscle stallion!! Show me how big your muscles can grow!!!”

Jack groaned and Fred dived back down on the huge cock as Jack came. A thick stream of cum spurted onto the back of Fred's throat and down into his stomach. Fred discovered he could keep his throat open.. all of Jack's cum shot down into his stomach. Finally, after about 15 seconds, the flow stopped. Fred sat back and looked up at Jack. He felt the cum slosh in his stomach. He felt wonderful. Jack gasped and stretched his huge muscles, then looked down at Fred and smiled that familiar feral grin, his eyes flashing with affection. He bent down and Fred kissed him, snaking his long tongue into Jack's mouth. Jack's tongue was amazingly thick and big too.

“Wow! said Jack when they broke apart. “WOW! That was incredible!!! I felt it all over my body!!!”

“Me, too,” said Fred. “Like your whole body is the orgasm…!”

Jack stood and looked into the mirror. His cock, now becoming flaccid, was retracting back up over his balls. It settled back in about 6 1/2 inches long, but still amazingly thick. Jack felt it, wonderingly.

Fred started to laugh. “What?” asked Jack.

“A grow-er ? I never heard that before!!” Fred chuckled.

“You never heard that? Well, my hung friend, I must say you are certainly a show-er!!”

“MMMM!! Jack I wish you were a show-er and then a grow-er!!!” Fred laughed.

“You really like it big don't you Fred?”

“Definitely!!! I just never realized how big I liked it- how much I liked you- BIG!!!” Fred stood up and stared at himself next to Jack.

“What are we gonna do? How are we gonna go back to the hotel?”

“I don't know. We'll think of something later.” Jack bent down and picked up a sheet of paper. “Here Fred, this is a standard 8 1/2 x 11 inch sheet of paper. We can use it to measure you!”

Fred grabbed the paper and hefted his cock. He laid the paper longways out along the top of his cock. His cock stuck out from under the paper about 3 1/4 inches or more.

“Great. I'm well over 14 inches long… soft!” Fred was worried, but felt a thrill all the same. Fred tried to support his cock, compress it and see how short he could make it. It shrank up a lot, but not as much as he'd hoped. No way he could get it to 8” ever again. Before, he'd been able to get his 10 3/4 inch cock up to 8 inches in the jockstrap. Now, he could barely get his probably 14 1/2 inch cock to compress more than about four inches, maybe he could get it to stay at 10 inches if he had a jockstrap that would fit. Jack took the paper from Fred and folded it into one fourths lengthwise.

“This is 2.75 inches wide, Fred.” Jack measured the width of Fred's cock. It was over the width of the paper by about 1/2 of an inch at least. “Looks like about 3 1/4 to 3 1/2 inches thick Fred!” Jack whistled. “You're huge Dude!” Fred hefted his cock.

“It must weigh a pound or more, Jack!”

“That fucking monster is well over a pound Fred, more like three pounds I bet!”

“Fuck man it is HEAVY!” Fred dropped his cock, and it slapped up against his thigh with an audible clap and bounced 3 -4 times before settling to a thickly arched monster hanging over his enormous balls. They looked bigger, swollen up.

“What's wrong, Fred?” Jack asked. “Disappointed?”

“Hell no, I'm just getting uncomfortable!!”

“What's wrong, Fred?”

“I'm horny as hell!! My balls are starting to hurt. I haven't cum since this morning!!!”

“Oh, is that all? I thought we had a problem.” Jack reached down and stroked Fred's cock. It lengthened 5-6 inches instantly. Fred felt himself turned on… on fire. His cock grew fast, adding inches quickly, unlike Jack's slow growth to his massive erection. His balls ached a bit, but started feeling better. He reached down and started to stroke himself off with Jack.

He was at that half-erect state he'd found so wild, only this time magnified by his growth from the morning nap by 50% or more. Jack stroked Fred's nipple and the sensation aroused him further. Fred's mammoth cock grew yet another 3-4 inches longer under Fred and Jack's hands, almost twisting out of their grips. As Fred finally approached a new limit to his cock length his cock began expanding under his hand. It grew 2 inches thicker, even surpassing Jack's thickness.

“WOW!!” whispered Jack. “Look at that fucking Pants Python!!! And your cock head is so huge and flared and humongous!!!”

Fred leaned over and started to suck on Jack's nipple. Jack started to moan.

“Come on Stallion, come on you horse hung stallion!!”, Jack whispered.

“Oh man! I'm gonna cum already!!!” Fred looked down. His cock was bigger than ever. It must be twice as long now and inches thicker than Jack's. Fred felt his balls start to pump, the sensation was incredible as the cum pumped up his long long shaft. He shot an incredible stream on Jack's muscle. Jack caught some of it in his mouth, some of it shot on his face, over his head, on his wide muscle chest. Fred came and came and came. His balls churned out an incredible amount of cum. Jack was stunned. Long thick streams of cum kept flying out of Fred's cock, hitting Jack, running down his muscle chest and abs and down his legs, dripping off of his thick flaccid cock.

Finally Fred stopped cumming. Jack stood there, covered with cum, and then he began to cum himself, his cock not even hard, just shooting and dribbling cum as Jack couldn't help but respond to Fred's remarkable sexuality.

As Fred started to get soft again, his cock receeded to 14.5+ inches in length and reduced thickness to 3 1/2 inches again. The weight of it was incredible on his hips, constantly fighting gravity, constantly reminding him of the size of his cock.

“Hey Fred! Your balls are smaller!! I mean, they're still huge, but they're smaller than they were!” Fred reached down and hefted his balls. They were smaller than just minutes ago, smaller than the apple-sized balls he'd had, not even the size of Jack's tennis ball sized testicles. Fred thought about it for a minute and then he laughed. “I just shot tons of cum Dude, the reservoir is empty for a while.” He let go of his balls and they slid down low, hanging in the bottom of Fred's still enormous ball sack, about 6 inches below the base of Fred's cock.

“Yeah, until it fills up again. I wonder how long that'll take?” Jack leered at Fred, then posed a massive double biceps and side profile showoff to tantalize Fred. Fred grabbed Jack's ass and squeezed it. Jack reached down and grabbed for Fred's cock, but Fred jumped back and laughed.

“Not long I suspect.”

“It that's true then it's the only thing about you that's not long!”

“With a muscle God like you around how could I be anything but long?”

“With a Hung Hunk like you around how could I help but pump up?”

Jack and Fred ran down to the ocean. They dove in and cleaned themselves off. They also took the remains of their clothes and rinsed them off in the surf, and then hung them up to dry in the warm breeze.

They splashed around in the surf, playing pull cock and grab-ass. Finally they climbed out, one sexy superhung stud and one musclegod. Jack laid down on the warm sand. Fred laid down in his arms, his cock draped over Jack's thigh, laying against Jack's cock.

Fred enjoyed laying on the hugely muscled figure of his friend, carved like a greek statue, but living flesh, warm and powerful. Jack's skin was golden bronzed, he was a classic blonde Adonis in form, a living Herculean Titan of muscle and power. Drops of salt water beaded on Jack's muscle, which Fred playfully licked off with his huge tongue, then curled up against Jack so he could lick Jack's nipples with his tongue. They instantly hardened under Fred's caresses.

Jack flexed with pleasure at the caresses of Fred's tongue. What was best was the enormous size of Fred's cock, however, laying across his thigh, and then lengthwise down Jack's own thick monster. Jack could get hard and go for another round, but he was enjoying the lazy feeling of erotic foreplay, and the warm romance of his incredibly handsome and hung lover close by his side. His heart ached as he realized that he really loved Fred. He ached with pleasure, and with the jealous knowledge that he'd have to share Fred with others. Fred was too much a stallion to be faithful, however much he'd want him to be. And for him to be any less a stallion wasn't what Jack wanted at all, for Fred, or himself.

However, they had some problems to deal with, and they'd better do it soon, before someone came along and saw them naked. Their clothes were mostly dry. Jack's t-shirt was in tatters, his calvins were still intact although considerably stretched out, and his shorts were split up the side of both legs. Fred had his t-shirt, baggy shorts, and jockstrap. They needed to be at least reasonably dressed to get to their rooms.

Fred tried on the jockstrap. His balls, still reduced in size, fit, but his cock hung out and down his leg 14 inches. This would never do. Fred tried on the stretched out calvins, and they did hold everything he had… if holding it was to have the fabric stretched perilously tight. But the calvins compressed his cock to 10”, and he doubled his cock up under his balls, so that he had a big bulging smooth basket, with his cockhead under his balls. The leg openings were pulled out just a bit, but held okay. He walked up and down the beach under Jack's watchful gaze, to try out how to move. The weight of his cock and balls was constantly fighting the cotton fabric, reminding him of the size of his cock.

“Damn nice, Fred! You know your muscles really pump a lot when they flex stud! Your ass really is amazing when you walk…!!! Incredible. All your muscles pumping while you strut!”

Fred blushed, but kept his mind on getting dressed.

“I'd never dreamed of what a problem this would be when I was after other hung guys. Of course, they hadn't been this hung, although I've had a couple 11 and even one 12 inchers… that's hard measurements, Jack.”

“You put them to shame Fred.”

Fred next began to try on his baggy nylon swim trunks, but then stopped. He might be able to wear Jack's torn up shorts, but Jack never would be able to again. He threw the jockstrap and his shorts at Jack, then picked up Jack's shorts. He pulled them up over his long, strong muscled legs. They still had the waistband, button and zipper intact.

“I think the only measurement that's the same on you, Jack, is your waistline!”

Fred buttoned the shorts and zipped them up. It took some adjusting to zip over his huge bulging basket, but it finally zipped over the huge basket. He pushed on the package and manuevered it down to hang a bit lower. It fit, and he could walk freely. His muscular legs were visible through the tears on the outside seams, but it was a very sexy effect. The shorts hung quite nicely on his hips, accentuating the handsome lines of his torso and legs. Fred's slender waistline and hips outrageously complemented the huge bulge swinging between his legs. A line of dark hair trailed up his muscle stomach from his pubic hair to spread lightly across pecs. His broad shoulders also contrasted nicely to his slender lower torso. His tightly mounded pecs and the v-taper of his high set lats also showed up his exaggerated proportions and declared his rampant sexuality. Fred's legs were powerfully shaped and formed, flaring from his hips, arcing down with muscled thighs surrounding his package. He turned and posed for Jack.

“Wow,” said Jack. “You're fucking hot. How can you be so fucking hot?”

“What do you mean?

“Cause you're so fucking cool.”

Fred blushed again at the compliment.

“I love it when you blush Fred. It's so sweet. And the blush does wonderful things to your face.” Fred blushed even more furiously. “The red sets off those incredible blue eyes, Fred. Very nice, you handsome mega-hung lover!”

Jack stopped teasing Fred and pulled Fred's jockstrap on his massive legs. He actually had trouble getting the straps on over his thighs, they were so hugely muscled. By scooting the strap up over his thighs evenly he was able to manage after a minute. He lifted the strap over his balls and cock, and adjusted the strap on his waist. Then he reached down and pulled the fabric wide on the sides and down, under his huge tennis ball sized testicles, fitting the fabric over his entire genitals. With his incredibly thick 6 1/2 inch long cock, and the two tennis ball sized bulges, Jack had an incredibly obvious package, unmistakeable as to content. Fred by contrast had a much larger, but smooth package as his cockhead was folded under, and his balls hidden under his flaccid tightly packed cock. The size of Fred's package was huge, but exactly what was where was and how big was an enticing puzzle.

Jack reached back under his ass and adjusted the leg straps, then gave his body a shake and posed a double bicep followed by a most muscular. His package bounced.

“WOW. You're enormous Jack. The way your muscles, even not pumped are so huge is amazing. You sure don't have a tiny dick like some bodybuilders either!!! You're perfectly proportioned, but freakily massive.”

Jack tried to pull on Fred's ultra baggy nylon swim trunks. They almost fit, but stuck above his knees on his massive thighs. Fred ran into the shack, found a discarded knife in the kitchen, and slit the sides of the trunks so they slid on. They worked, but were pulled so tight they were not baggy by any means on Jack. They showed off his massive muscle glutes as well as his package up front, the thin nylon obscuring nothing of his massive bulging genitals.

Jack looked at Fred's t shirt. He picked it up and held it in front of him. it was an xxxl long. It was tiny compared to Jacks' thickness.

I'm gonna have to rip out the sleeves to wear this.” Fred cut off the sleeves entirely for Jack, and slit the side seams down from the arms about 12 inches. Jack pulled the shirt on and it looked like it was painted on him. His lats stuck out completely. His delts completely stuck out on each side, he was so broadshouldered. His huge biceps completed the package nicely.

“Jack you look more obscene dressed than naked!”

“Good! I want to be obscene for you Fred! As if I could be more obscene than your massive cock!”

Fred took the tattered remains of Jack's original t-shirt and pulled it over his head. He tied the tatters over one shoulder. His hot body set off the effect sexily. Fred now had that hot look of a male supermodel, the kind that could make a potato sack look like the height of fashion, and cause every wannabe on Wall Street to wear potato sacks to work.

“Well, Tom's gone for now at least.” Fred scrawled him a note and he and Jack set off to go back to the hotel.

“What caused it in me, Fred? Was it cause I'm your friend?”

“I don't know.”

“Fred, was it because I gave you a blow job, swallowed all that cum?”

“I don't know.”

“But you swallowed Tom's cum, and then you grew!”

“Yeah, but differently than you!”

“Yeah, but I love big muscle, I've been working to get big muscle..Maybe you jerked off more than me, and your cock grew bigger cause of that!!”

“I don't think so. I don't think its possible to masturbate more than you used to.”

“Very funny. And true! Hey, maybe its what we wish for, our wishes coming true!”

“Jack, I don't know.”

“Why does it happen only when we sleep?”

“I'm not sure it does. Maybe it only happens when I sleep!”

“Hey yeah, maybe it happens only when you sleep! Maybe you did these changes in your dreams!”

“Maybe, but I did wake up and watch you grow.”

“But you did dream of i t?”

“Yes.”

“Hmm… we should have a test!!! We should plan a test!!”

“Yeah, and in the meantime be careful what we wish for.”

“And what you dream!!”

“How can I control my dreams?”

Jack walked along in silence. “I wish I was t aller!”

“JACK!”

“It's true! I do wish I was 7' or taller!!! and as muscular as possible!!!”

“JACK WHAT ARE YOU DOING?”

“I want to be your test, Fred. And I love you bud, and I know you love BIG MUSCLE. I wish I was 7' tall or taller and completely muscled and completely hot like you want me to be!!!!”

“JACK NO!”

Jack got down on his knees in front of Fred. “I want to be your muscle slave, Fred. I want to make you happy. You gave me what I could never have, and I want to return my happiness to you!!”

“… and to have a BIG COCK too.”

“What?”

“I love big cock too.”

“And I want to have a big cock too… but yours to always be bigger than mine erect.”

Fred bent down and kissed Jack, tonguing him deeply. Jack pulled down Fred's shorts and calvins and gasped with pleasure as his cock descended to 14+ inches. Jack grabbed on and started stroking, taking the rapidly expanding cock with both hands.

“Now that's what I call a trouser snake!” Jack noticed even in the last half hour Fred's balls had gotten bigger again, bigger than tennis balls.

“Oh yeah Jack!!! Oh yeah!!!” Fuck yeah!!! I feel so hot!!! I'm gonna cum!!!!!”

Jack opened wide, swallowing Fred's huge cock. That he was able to do so amazed him. He deep throated Fred. Fred shoved his cock deeper, losing control. Fred started spewing a huge load directly into Jack's stomach. He came for about 2 full minutes. When he could see again, he pulled out, his cock still dripping cum. His balls again were reduced in size. He walked down to the water and washed off his cock, waited for it to subside, and then repackaged his cock and got dressed.

Jack was waiting for him, smiling. Jack patted his stomach. “It's just like money in the bank.”

“We'll see.”

As they arrived back to the hotel, people stopped and stared at them. They tended to notice Jack first, as he was so broadly muscled. Then they would see Fred and stop as if awestruck. Some would stare directly at his huge package, no longer hidden by a long hanging t-shirt, others would stare dreamily into his eyes, drinking in his good looks until their gaze caught his huge bulging basket.

One young hispanic fellow's eyes darted back and forth between them, as if unable to decide who he wanted to stare at the most.

Jack chuckled. Fred punched him in the arm. “Isn't this great?”

Fred tried to be serious but he couldn't as man after man stared at them. He found their probing eyes which yesterday would have caused him to hang his head and walk faster cause to stand tall, and saunter across the sand, his humongous basket followed by his hot muscled pumping ass. Fred smiled and laughed, tossing back his windblown hair.

“What are we going to tell the others?” Fred wondered.

“Not a damn thing,” Jack said. “Let them figure it out. There's nothing we can do about it anyway.” They arrived at the hotel and several people from their group came out. They pointed and exclaimed as the two hot young studs entered the cabana area.

“Jesus!! Is that Fred and Jack?!!!”

“Wow!”

“When did they start working out??”

One arrogant young man named Sam confronted them. He was the bad seed of their group, an overweight jerk who constantly complained and found fault with others. He looked angry. “What happened to you two freaks?” he demanded.

“What do you mean, Sam?” asked Jack softly. “You're all muscular, and Fred's! taller!! and…” His voice trailed off as he stared at Fred's basket.

“Yeah? So we've been working out, Sam.” Fred spoke up. His voice seemed to almost hypnotize Sam. Sam had given Fred a lot of grief growing up, and still liked to order him around.

“Right,” said Sam, confused. “You've been working out.” Then he shook his head and said, “What the fuck?!! You can't grow like that!!!!” Fred stood closer to the 5’10” bulky youth.

“Some people do, right, Jack?”

“That's right Fred, some people do.”

Sam shook his head again. Fred's eyes bored into his, making him uncertain. Fred certainly was intense looking with his hot hunk new face. His resolve crumbled. Fred reached out and squeezed a firm grip on his shoulder. “We've been working out, and we grew bigger, over time. Right, Sam?”

Sam smiled uncertainly. It was an odd thing to see Sam smile, who in the past had scowled at Fred continuously. “Right, Fred. I wish I could work out and get in shape too.”

“I wish you would work out, Sam. It would give you something to do other than arguing with Jack and me. I wish you would get over your problems and get your life in order.” Sam scowled, then gasped, then scowled. “I wish you would stop trying to hurt others, Sam.”

Sam shook his head, then stared down at his feet. Then his eyes wandered up to Jack's biceps. Jack casually flexed his hugely muscled arms and chest. Sam blanched and looked away and then down at Fred's basket. Fred swayed his hips once and his entire package bounced. His straining cock and balls were clearly visible. Sam stared in awe.

“I don't know why you've been so mean to me, Sam. I wish you would stop. I don't know if you've been mistreated, or are unhappy, or are just plain mean. I don't care. You're going to have to respect Jack and me and everyone else from now on.”

Sam turned pale. He opened his mouth to say something, then shut his mouth, tried to say something again, then gave up and walked away. He sat down some distance away, put his head down in his hands, and started crying.

“Leave him alone for a while,” Fred said.

In the hotel lobby they ran into Toby, a friend of theirs, one of the few people that had actually been friendly with Fred. Actually, Fred had sucked Toby off in the showers one day in High School. Toby was a slender, 5' 8” tall gay young stallion, with a shock of thick chestnut brown hair always hanging down over his eyes. He was a total exhibitionist. He often wore just speedos and nothing else, if forced to “cover up” he would wear skin tight muscle tops that accentuated his lean form, and spandex bicycle shorts to make the most of his average 6” cock and balls. He was a real delight though, with a wide smile, and a hot come-on sparkle to his eyes.

Toby stopped and stared. “I'd heard you'd been working out… somewhere?” Toby scratched his head, confused.

“What do you think, Toby?”

“You are hot!”

Toby was staring fixedly at Fred's basket. Obviously Toby was into huge cock. Very obviously, as he was getting an erection in his pants. Normally he would be all over Jack, but with Fred present there was no doubt as to his fetish.

Fred smirked with delight.

“Hi Toby,” said Jack.

Toby glanced up at the huge muscled stud and said, “Hi, Jack.” Then he ignored Jack and stared at Fred again.

Fred burst out laughing.

“What's so funny???” asked Toby.

Jack moved closer to Toby and shoved his hips and package forward until his package rested in the palm of Toby's hand. “Hi, Toby,” said Jack.

Toby hung his head. “I guess I don't have a chance at Fred with you here Jack. No offense, its just…! I know Fred's into huge muscle, and I haven't got it.”

Jack thought a minute. He knew what Fred wanted. “You'd better go up to Fred's room with him Toby, cause I'm gonna keep him to myself tonight.” Fred looked astonished. Jack cradled Fred's cock through the shorts and said, “Go have fun. But tonight you're mine.”

Then Jack picked up Toby by both shoulders. “We're bros now Dude. Friends, understand?” Toby nodded. “Nobody owns anybody else anyway. Unless they both want it.” Jack stared at Fred. “I'm going upstairs to take a nap, Fred. See you tonight, about 6pm.”

Upstairs in Fred's room Toby immediately stripped off his shirt and shorts. He was wearing only some red speedos, with a nice 6” erection showing through them. Toby was a hot young man, but compared to Fred's incredible looks, his 5” greater height, his lean muscular hung and hunky model handsome looks, Toby faded into the wallpaper, or so he thought.

“Toby, you are so hot looking!!”

“What? are you joking me?”

“No, man, I think you're fucking hot!! Remember the blow job I gave you in the high school showers???!!! I still get off thinking of that!!!”

“But you're so fucking hot now!!!! and I know you're really into muscle..!! Before you worked out, it was okay, but you're way out of my league now!!!”

“I'll decide who's in my league or not! Yeah, I've got a better body now, thanks to.. working out, but you're still the same, and I'm still Fred inside here Dude. I'm gonna prove it to you.”

“But I thought you only liked muscle guys… look at Jack!!”

“Jack's hot Dude. So are you. If you want you could be like him too.”

“GOD I WISH!!!!! I want to be incredibly muscular!!! So you'd really want me. And besides, you know I work out but can't put on a pound!”

Fred felt an odd feeling come over him. He felt focused, odd headed, like he was daydreaming. “If you want it I wish it for you too, Toby.”

Fred stripped off his tattered shirt. Then he unzipped his shorts, and pulled them down and kicked them off. He was standing in front of Toby in Jack's overstrained Calvins. Just then his ballsack slipped out of the completely overstretched leg openings. His testicles were larger than ever.

Toby gasped, then fell to his knees. He rolled over, kicked off his speedos, and dove on Fred's crotch. Toby pulled down the calvins and Fred kicked them off. Fred's cock dropped to 14 1/2 inches and bounced, soft. Toby was amazed. He stood up and rubbed his erect cock on Fred's warm soft monster.

“You're fucking amazing!!!”

“So are you Stud… Hoping it'll rub off on you?”

“Fuck yeah!!!”

Toby went down on his hands and knees. He looked over his shoulder. “Fuck me Fred!! I need you badly!!!!”

Fred picked up Toby's slight form and tossed him onto the bed. Toby lay there on his back, staring at Fred's monstrous cock, which was growing longer and longer and expanding in thickness.

“Fuck my ASS FRED I NEED YOU!!!”

Toby's entreaties were an aphrodisiac to Fred. Fred wondered if he could stop if someone demanded sex of him, it was such a turnon. But that fleeting thought vanished as his cock hardened and his massive flared head swelled up and turned reddish purple.

Fred lifted Toby's legs up onto his shoulders, and placed the incredible thickness of his cockhead at Toby's ass.

“Come on you fucking hunk fuck my ASS!!!” Toby demanded. Fred was worried about hurting Toby but he was under some geas he couldn't avoid. His cockhead was oozing precum and Fred shoved his cock between Toby's bubble butt ass cheeks. They parted, rubbing tightly on his cock. Toby's hips seemed hinged, the huge cock slid up into Toby. Toby was writhing in pleasure, not pain. The sensation was intense and Toby could feel the massive cock in his ass plowing deeply into him. It was intense. Fred slid in and out, deeper and faster, precum lubing his strokes, droplets flying off his enormous pumping shaft. Fred discovered his new proportions and longer legs and narrow hips allowed him to easily sway and fuck Toby with the entire length of his cock. It was one of the most intense sexual experiences Fred had ever experienced. He wanted to share it with Jack was his one thought besides fucking Toby and ruining him for any other man.

Toby and Fred seemed to share the same level of sexual excitement. Fred felt himself approaching climax, his balls about to let loose. Toby sensed it and slapped his arms on the bed with anticipation. “CUM IN ME!!!”, begged Toby.

Fred shoved his cock deep at the moment of climax. Hot cum flooded inside Toby with force. Toby bucked as he felt the cum filling up inside him. Fred shot his entire load inside Toby, then pulled out his cock and shot immediately again on Toby's torso and face. “Fuck!! Fuck!! Fuck!!!” said Toby.

Fred was overwhelmed. He sat down on the bed, exhausted for the moment. As Toby writhed, still struggling to control his overwhelmed body, Fred drifted into a dazed waking sleep. He daydreamed about huge Jack, and their friends, then his thoughts returned to Toby, and wondered, imagining what he would look like muscular. Would anything happen tonight as they slept? Suddenly he realized that Jack had said he was going to take a nap. Holy Shit!

Toby was silent on the bed. He'd dropped off to sleep, Fred realized. Suddenly Fred realized Toby was changing.

“Toby!!! Wake up!!!!” Fred shook Toby roughly. Toby awoke, but the changes didn't stop at all, they accelerated.

“What's happening to me????”

“You're getting muscular, Toby, you're getting your wish!!!”

Toby leapt up and stood in front of the mirrored closet.

He'd barely changed at all, but he did look different! He was really starting to look bigger… as his slender form started to gradually bulge with muscles thickening under his skin. His shock of chestnut brown hair grew longer and thicker still. That wasn't the only place he was changing either. His small patch of pubic hair darkened until it was black and started to grow like a forest across his lower abs and out onto his thighs. His muscles were now starting to really show!

“Enjoy it Toby! How does it feel?”

“MAN I feel so warm and tingly and PUMPED!!” Toby felt his arms and squeezed his biceps.

“Go ahead Toby! FLEX!”

Toby posed a double bicep. As he flexed his muscles grew faster, his biceps, delts, and traps flexing high and then staying that big as Toby relaxed them. Again and again Toby posed. Each time his muscles flexed bigger and bigger. His silky chestnut hair now hung below his shoulders down his back.

“Toby you are so fucking hot!! Get big for me TOBY!! GET MUSCLE!!!!” Toby's abs started to become defined under the tender skin of his stomach. In about 60 seconds they grew to a thick set of six pack abs, and in another 60 seconds his entire supermuscled abdomen protruded thickly below his sternum. His glutes swelled up with muscle, no longer a small bubble butt Toby now had a muscle man's bodybuilder power ass. Toby looked over his shoulder into the mirror and gasped with delight at his muscle ass. For the first time since he'd stood up Toby looked away from his body, from his newly muscled ass to Fred for a second and winked.

Fred was delighted with the changes in Toby. “Yeah Toby!!! Get those big power legs stud!!! Let's see some huge fucking delts and traps!!! Get those pecs big DUDE!!! Grow for me TOBY!!! Show me that massive Lat spread Lover!!! Big muscle calves stud!!! Get BIG YOU FUCKING MUSCLE MAN!!

As Fred yelled out his desires they seemed to be written into Toby's flesh with an invisible pen. Toby was now a hot 5’8” tall muscle stud. His flashing emerald green eyes were thrilled with his changes. He wasn't able to control them at all, they occurred with rapidity and with an enormous sense of powerful well being and health. His abs were soon covered with dark curly hair, spreading up and out his pecs. He didn't look like a youth anymore, he looked more and more like a tough muscle stud. His nipples were large, and swelled, looking sensitive and sexy with the black curly hair on his pecs.

For an instant, his growth stopped. Fred was lost in reverie, enjoying Toby's hot new muscle look.

“Wow!!” exclaimed Toby. “Is that it?”

“No!” said Fred, dreaming of the muscled Toby… “Now get BIG!!!”

“Yeah!!” said Toby, staring at himself in the mirror. Then he gasped as a new wave of growth hit him. This time it hit him like a freight train. His growth so far had turned a slight youth into a muscled stud.

Now Toby grew from a competition lightweight bodybuilder to a thickness not normally possible with someone of his height. His chest became progressively thicker, his ass grew widely muscled, and his thighs swelled up like mighty oaks. His delts and traps grew hugely wide and bulged roundly from his body. He grew so muscled that his face took on a tougher broader look, as his jaw muscled up and his face changed proportionally and became thicker across the lower part of his face. A thick stubble of beard grew across his jaw. His pectorals grew thicker and thicker, and bulged out from his upper torso, growing even wider and taller on his torso until they were fighting his monstrous biceps, humongous deltoids and even his thickly muscled abdomen for dominance on Toby's overmuscled body. As he reached a maximum muscle growth his hair grew in thicker on his body. Toby was a tough fucking stud now.

Fred loved the size of his friend now. His eyes searched Toby's body as it grew. As his gaze paused on the dark hairy crotch on Toby, he saw Toby's cock hanging in the curly black hair. Toby was looking at his cock and shook his hips. Suddenly his cock flexed and grew. “Yeah!!” exclaimed Toby and Fred simultaneously.

Toby's cock grew like a firehose unrolling off a spool. It grew longer and longer, sliding down the thickly muscled hairy thighs on Toby's legs. As it grew longer Toby grunted and widened his stance to accomodate the lengthening and widening cock. As he stepped wider his scrotum slid lower between his legs, and his testicles grew larger and slid lower and lower in his rapidly growing scrotum. In about 30 seconds Toby was sporting an incredible large set of low hangers. His testicles were the size and shape of ripe lemons, the right testicle hanging about two inches lower than the left in his huge scrotum, which hung down 7” from the base of Toby's penis. In another 45 seconds Toby's cock lengthened until it was 9” in length, and the base of his cock and his cock head widened dramatically. He developed a widely flared triangular shaped cock head, and with the incredible width of the base of his cock, the shaft of his cock also complemented in shape the proportions of his cockhead. His shaft was 4” wide at the base, but only 2” wide behind the head of his cock. Toby's cockhead was 3” wide at the point where it joined the shaft of his cock. Toby's cock was a wicked looking tool.

Finally the changes subsided. Toby stood shaking, quivering, taking deep, husky breaths.

“Toby you are so hot looking!!!”

“It's everything I ever wanted!” Toby stopped, then tried his voice again. “Hello! Hello! Fred, my voice!!!”

“Fucking awesome Toby!!! Fucking awesome!!!” Toby's voice had changed from a light, high tenor to a deep, gravelly, booming basso profundo. His chest resonated when he spoke.

“Fred, what's happened?”

“You worked out stud, and got big. That's what happens when you work out with me, you get big!”

Fred stepped up to Toby and looked down at him. He was still 5’8” tall. Fred looked down at him from his 6’1” height. Toby looked up at Fred, then down at Fred's cock. “Fred, you still got the biggest cock on the planet! You wanna work out some more?”

Fred reached down and grabbed Toby's muscle ass. It was round and firm. Toby shivered with anticipation. “I love to get fucked Fred! Especially with a huge cock!! And now I feel hornier than ever!!!”

Toby stretched his muscle arms wide. His muscular form was so hot and built. “I look like a tough Italian stud.” Fred smiled to himself, cause Toby wouldn't hurt a fly.

“You are a hot Italian stud!!”

“I'm not even Italian, just always wanted to be!!!! This is my dream come true!!”

“You're Italian now, Toby.”

“YEAH! Now all I need is a leather jacket!!”

“An XXXL leather jacket, might fit you muscle stud!” Fred felt his 14+ cock start to weigh even heavier on his hips as his cock started to grow erect. Toby reached under Fred's cock and hefted his balls. “Man! Your balls are huge!! i really dig on huge balls!!! I've got a huge pair now but yours are enormous!!!!”

Fred reached down and lifted his cock out of the way. His balls were huge. In fact, they were bigger than ever!! They were much bigger than the apple sized balls he'd woken up with this morning, and he'd just cum moments before!!! Earlier, when he'd cum with Jack, they'd deflated quite a bit, to less than the size of Jack's tennis ball sized testicles. They'd grown swollen with cum as he'd walked back to the hotel with Jack, but now less than ten minutes after he'd completely shot his load into Toby, Fred's testicles were as big as oranges. And his scrotum was enormous, and his balls hanging down 10” from the base of his cock.

“What's wrong, Fred?” asked Toby.

“I think I'm still getting bigger!!!”

“COOL!!!!”