Growing Friendship

By Martin

For a while afterward, Ron thought he never should have done it. But there was Matt, sitting across from him, so beautifully muscular in his t-shirt and jeans, with a face like a god, longish brown hair swept casually, carelessly backward.

And he'd already had the potion ready.

No, he'd been planning the night for too long, ever since the witch had given him, at no small cost, the formula. Who better to use it on than Matt, after whom he had secretly lusted all through their teenage years? It had been a pleasure to watch his friend's body change, from a boy to a young man, just as his own body had changed.

Now there would be another transformation. It was the last chance; they left for college in the morning. He thought, once the metamorphosis began, he could explain to Matt what he wanted, what they could do together. That, coupled with their years of friendship and the trace of hypnotic-suggestive powder that the witch had added, for a small fee, should do the trick. His parents were out; it was the perfect time.

Ron hoped he hadn't misjudged.

And Matt reached for the beer, which contained the potion.

He drank half of it in a gulp, grimacing at the slightly bitter taste. "There's something wrong with this," he said. "It tastes . . ." He drifted off.

Something was happening to him.

There was a long pause. Ron watched expectantly, but nothing visible happened immediately. "Are you all right?" he asked.

Matt shook his head--to clear it, not in answer. But, in fact, he wasn't all right. It didn't hurt, but he began to Change.


"I'm fine!" Was his voice getting deeper? There wasn't time to think about it. His t-shirt ripped, splitting down the seams. "Wha--?

Relief that his plan was working filled Ron's head as he watched his hunky friend's chest muscles expand through the material. Matt's shoulders got wider, his arms ripping through the shirt sleeves. When there was nothing left of the garment, Matt stood up shakily. Standing unsteadily in Ron's appreciative gaze, Matt contemplated his new upper-body muscles. "Wh-What?"

But Ron grabbed his expanded shoulders and steered him back toward his bedroom. "You look great, man!" he reassured.

"I-I look great," said Matt, allowing himself to be led.

The bedroom's full-length mirror told the entire tale. Something in Matt's lower conscious had been protesting his outward blase. Now, however, even that was quieting down. I DO look great, he thought. In the mirror, he saw his Ron drinking him in with his eyes. I DO look great, he thought again, but what's happening to me? Does Ron have something to do with this?

Uncertainty played across his rugged features. It's a good thing Ron noticed. "Look at yourself, man," he said, stepping up so close behind him that his breath tickled the back of Matt's neck. "Don't worry. Just look at yourself."

And Ron did. His shirtless reflection wore a quizzical look as he studied it. His upper body, which had already been honed to perfection from years of swimming, lacrosse, and weekend weight lifting, had moved beyond perfection. In five minutes, he had gone from big man on campus to Mr. Universe.

But there was more. His eyes dropped downward in time to witness another change . . . his jeans, which had been stylishly baggy, were becoming turnaqet-tight, the seams bulging. His waistline didn't increase, but his thighs and calves certainly did. Behind him, his ass muscles expanded until they hit Ron, who was still uncomfortably close, in the crotch.

An even more insistent pressure brought Matt's attention forward again. From the look of his reflection and the feel in his pants, his dick, which was still soft, had just grown to twice it's former length. The newly-restrictive material contorted the organ into an agonizing position, the pain of which did much to clear certain foggy thoughts.

From behind, a pair of arms circled his chest, the hands barely meeting in the middle. "Matt, you look great," whispered Ron. The hands began massaging, groping. Matt broke their grip with a quick flex, then whirled around to face Ron.

"What happened?! What did you do?"

Ron was startled, hurt. "Don't you like it?"

Matt opened his mouth to say, no, he didn't, but shut it again slowly. That would be a lie. He DID like it. Very much. What was so disturbing was that Ron did, too. Had his best friend been queer for him all these years? When Matt thought of all those after-workout showers, skinny-dips, and nude sunbathing expeditions that they had shared, he shuddered. But deep down there was another reaction, wasn't there? Introspection was delayed when Matt grew to eight feet tall almost instantly.

Matt's remaining clothing popped their seams with a loud ripping sound and fell to the floor. Ron's eyes nearly popped out of their sockets at the sight. Matt had always had the face of a Greek god, and now his body exquisitely matched. Eight feet tall, probably three hundred pounds of muscle, and sporting what would be--when it was hard--a twenty-inch cock.

Matt's balls hung pendulously, the size of oranges under his massive meat.

Ron's gaze was glued to his best friend's new body, and he didn't notice the change that was coming over Matt's face. It was darkening. As Ron continued to admire openly, Matt's beefy hands shot out, grabbing him by the shoulders, startling him.

"You did this to me!"

Ron suddenly realized that he only came up to the nipples of this angered deity. "But Matt--"

"Why'd you do it, Ron? Are you a fag?"

Ron wished he'd asked the witch for stronger hypnotic powder. Tears rose to his eyes. Seeing them, Matt scoffed. "Can't handle it, little man? You wanted me bigger and stronger. Can't you handle it?" Matt pushed him effortlessly back onto his bed. Lying down, Matt's gorgeous body towering over him was almost too much. Although he suspected he may be in great danger, Ron's dick hardened noticeably at the sight of Matt's ceiling-high stature towering over him.

"You're getting your wish, Ronny, baby," said Matt. He bent down, his big hands reaching.

Ron didn't think such pain was possible. He'd never experienced anything like it. All his life, nothing larger than a finger had ever entered his rectum. Now, the head of a huge cock was lodged in his sphincter. He tried to scream, but Matt's hand was covering his mouth (and the entire lower half of his face) muffling the sound. He was sure he was going to die, but wasn't sure whether it was from being split open or crushed and smothered under Matt's enormous weight.

"Are you happy now, Ron? Have you wanted this all these years?"

Ron didn't--couldn't--answer. Just when he thought he'd pass out from the agony, the cock pulled out and Matt propped himself up on his arms. The hand covering his mouth abruptly moved away, and Ron breathed a deep sigh of relief.

Matt's hand on the back of his neck made him catch his breath. His head was forced around, and he found himself face-to-face with his best friend. "You like getting fucked, Ron?" asked Matt quietly.

Ron wasn't sure what to say. In theory, he was sure he would, but this first experience wasn't all he'd ever dreamed. He nodded mutely, hoping to leave it at that.

"And you wanted me to do it to you all these years, eh?" Matt didn't seem as angered as he did before. Ron nodded again. There was no sense in denying it. He realized his plan, so full of intrigue at the time of conception, was now quite transparent.

The hand on the back of Ron's neck did not let up its grip. It wasn't choking him, but it easily could have been. Ron figured Matt was letting him know the pressure was not yet off him. How had things turned out this badly, Ron wondered. *I* was supposed to be in control, not him.

Matt was silent for a moment. Ron could see him looking down, studying his newly-vast body. Finally, he said, "How long will I stay this way?"

A nod wouldn't do in answer this time. Ron cleared his throat and tried to frame his answer. Matt, whether he liked the transformation or not, was going to be quite hard-pressed to explain it to the world at large. He had to be reassured. "I-it's up to you," said Ron. "An old witch gave me a potion. I put it in your beer. Some of the change is permanent. You'll always have those muscles...I-I thought you'd like them. As for your

size--your height, I mean--you should have control over it. I think if you concentrate, you should be able to get back to your normal height pretty easily."

Ron's head was being held next to Matt's muscular thighs, directly in line with the huge 20-inch penis. It had deflated before, when the conversation began, but seemed to be twitching to a revival at this point. Ron could barely take his eyes off of it.

"And once I'm at my normal height?"

"You should be able to change back."

Matt looked amazed. "Are you saying I have control over my own height?"

His lips curled into a mysterious grin when Ron nodded. Matt released his neck and clapped him on the back. "You know, little guy, you might have had a pretty good idea after all. As a reward, I'm going to let you suck on my dick."

Ron could hardly believe what he was hearing. This was such a change from the anger-inspired rape scene just minutes before. He looked up at Matt's face to see if his friend was serious. Matt wore a strange expression, but it was more contemplative than anything else. Ron decided it was okay to take his towering friend up on his offer.

Matt's cock was hard again. It was as thick as Ron's forearm and longer than the distance from his fingertips to his elbow. He'd dreamed of sucking Matt off for about five years, but he'd never imagined it might happen this way. Where to start? He'd never fit even part of it in his mouth, that was for certain. Ron settled for putting his head in Matt's lap, starting at the penis's base and licking his way up and down, fiddling with the baseball-sized balls as he did so.

He thought of looking up at Matt's face to see if he was feeling pleasure, but didn't do it. He was shy in the presence of this 8-foot Adonis. They'd known each other for years, but this was the first time that Ron had really revealed his true nature to his friend, and he didn't want to see the reaction.

But for his part, Matt was barely thinking of Ron at all. His let his hardon entertain Ron while he thought of more important things. Ron--and even the witch, apparently--had assumed he'd use his new-found power over his own size to return it to normal, but what if... He closed his eyes.

Ron didn't notice anything happening at first. He just thought that he'd been mistaken earlier about Matt's dick being completely hard, and that it was now finishing its rise to the occasion, getting bigger and wider. But Matt's thighs and legs were also lengthening and thickening. By the time Ron realized what was going on, Matt was a 15-foot giant sitting on the edge of his bed, his head bending to avoid the ceiling.

Two seconds later, while Ron struggled to his feet, Matt grew to 20 feet tall. His head rapped painfully against the plaster, crumbling a section of it and sending a shower of white powder down into the room. The bed frame collapsed under Matt's weight, as did the wooden structure of the box springs.

Despite the bump on his head, Matt wore an expression of sheer delight, especially at Ron's discomfort. "You were right," he said. "I like this a lot." He looked around at the room's new smaller proportions; turning carelessly, one of his arms knocked over Ron's bureau and the other smashed the room's window.

"Matt, stop!"

Matt either didn't hear or didn't obey. He stood, growing another ten feet at the same time. His head and shoulders crashed through the ceiling into the room above, sending Ron's brother Barry's bedroom furniture collapsing into the room below, barely missing the terrified teenager.

Ron was horrified. Matt was destroying the house! What would Ron's parents say when they got home from the movies? How could he ever explain?

Only Matt's legs from the thigh down remained in the room. Ron got as close to the hole in the ceiling as he dared and looked up, avoiding the falling debris. Matt's head was protruding from the roof of the house, and his giant friend was looking around curiously. His cock, over six feet long, was still hard, and poking through Barry's bedroom door into the adjoining corridor.

"Matt!" Ron yelled again. He cursed himself for ever meeting that witch, but he couldn't even blame her, really. She had warned him that the results of her work could be unpredictable. In his haste to seduce his best friend, Ron had ignored her warnings.

Matt's voice drifted down from above. "Yeah, Ron, this is really great.

You should try it sometime." And he grew *again*. As the ceiling and roof collapsed, Ron fled into the hallway just in time to avoid the destruction.

When he looked back, all that remained of that side of the house was crushed rubble. From the hallway, he could see out into the backyard. A giant pair of receding legs was visible, heading toward the beach.

What was he going to do?

Matt was enjoying himself very much. He had, in fact, never felt better.

He had the power he'd always dreamed of. Did that little faggot realize what he had given him? His huge face blushed red. Had he just thought of his best friend in that way? Had he really just destroyed that house? He'd let his new power go to his head for a few minutes there. A wave of affection for Ron washed over him. Perhaps, once he finished looking around the area, he'd go back and take his little friend on a private tour. And maybe, if Ron was good, the tour would be of a penis twice the size of his entire body!

Matt stood on the beach, watching waves that had once been formidable to him now roll harmlessly against the sand, barely even reaching the tops of his feet. Ron's family lived pretty far away from any other houses, and Matt thought he had this area pretty much to himself.

I must be seventy feet tall, he thought. It was taking a while to sink in.

He looked down past his rippling muscular body, past his oversized (even to him) cock, at the ground below. Daytime visitors had left the beach dotted with footprints, but just one of Matt's own prints had obliterated scores of the smaller ones. *This* was power. Matt decided to find someone and use it.

From his backyard, Ron watched Matt stand silently on the beach for a few minutes before wandering off to the south. The condition of his house testified that Matt was going to abuse his new power, perhaps even fatally.

He had to stop him.

He tore his eyes away from Matt's muscular ass. Even from a quarter of a mile away, Matt looked absolutely huge! Why, the square footage of that magnificent butt was bigger than his recently-destroyed bedroom! Forcing his mind back on the problem at hand, he returned to the house, careful no to do anything that would have the rest of the house collapsing around him. At least, until he got the leftover potion...

A mile south, Matt was approaching a campfire on the beach. Five or six small forms were huddled around it. He was surprised he could get so close without raising any alarm, but then he realized that the fire would blind the small people to anything approaching from the darkness, and the sand was cushioning his footsteps.

When he got closer, the giant realized that these were some of his former classmates from the all-male private high school he and Ron had attended.

College was beginning tomorrow in much of the country, and these old friends had gathered to bid each other farewell, just as he and Ron had begun the evening doing so.

He hadn't started out wanting to hurt anyone. But his power and arrogance got the better of him. As Matt stared at these tiny men, he knew he had to dominate them, bend them to his will like Ron had wanted to do to him earlier that night. But Ron had relied on some sort of weak hypnotic effect in the potion. That hadn't done much good. Matt had sheer strength on his side.

The first person to see Matt and raise the alarm happened to be Kyle Richards, Matt's chief adversary for the forward position he wanted on the lacrosse team. Matt had beat him out, but Kyle had had his revenge in many small, petty ways. Now, it was Matt's turn for revenge, and the only thing small about it would be Kyle.

The other teenagers peered into the darkness to see what Kyle was yelling about. Kyle had begun to run, tripping over his own feet and slipping in the loose sand in his terror. Soon, mayhem reigned. The other men were running and screaming, too. Matt just stood over it all, his hands on his hips, like the Jolly Green Giant in the vegetable commercials.

When it looked like they were getting too far away, he pounced. He gathered up Kyle and another boy named Doug in one of his big hands and a guy named John and a great deal of sand in the other. He let the other three go. He had enough to occupy him for the time being.

Back at his house, Ron grabbed the rest of the potion and was about to leave in search of Matt, gulping it down as he went, but decided he wanted to watch the transformation take effect in the bathroom mirror first. He drank the brew, undiluted by the beer that had thinned Matt's, and sat down on the toilet seat to wait.

Matt was having fun. At first, he hadn't known what he was going to do with his small charges, and it had been enough just to have them scream and try to wriggle free of his grasp. But now he knew how he could bring Kyle down a few pegs, so to speak. He sat down in the sand, trapping Kyle, Doug, and John in the corral of his crossed legs. His huge cock jutted into their prison. Using both hands, he began to rub the little men across his aroused flesh.


They screamed for help and they screamed for mercy, but Matt would have none of it. His rubbing increased as he remembered that, in all of the events of the evening--the fucking and blow job with Ron--he hadn't cum that night.

But now he did. He saved the load for Kyle, coating the small man's body in his spunk. Gallons of sperm washed across the sand.

Man, these big balls can really cum, thought Matt. As was usual for him, he lost all interest in sex the moment he came. His 13-foot cock deflated like a balloon down to a more manageable six feet. Abruptly, he stood up, anxious to move on. He casually reached down and grabbed John in one huge hand and, in one fluid motion, threw him as far as he could into the ocean. As the scream faded into the distance, he grabbed Doug, popping the squirming man head first into his mouth.

At 70 feet, Matt wasn't big enough to swallow a normal-sized man whole, and this wasn't his intention now, although he had to admit the idea was very intriguing. He just wanted to hold Doug, the best-looking of the three, immobile for a few minutes while he took care of Kyle.

He'd had a few beers that evening, and they had taken their usual toll. As Kyle stumbled blindly in the sand, attempting to wipe the sperm from his face, Matt released the pressure on certain muscles in his abdomen. A hot, thick stream of urine crashed down onto the beach, knocking over the already stumbling teenager.

To Kyle's benefit, the pee washed the cum off, but the acidic stream burned his eyes and throat. Matt let him have the last few drops, then smiled around the legs sticking out of his mouth and sauntered casually away.

Ron's growth was faster than Matt's had been. Within two minutes he was eight-feet tall and musclebound. His clothes were in tatters around his feet as he examined himself in the mirror. Was that really him? He took the time to feel every bulging muscle, lavishing special attention on his 15-inch penis. Was there something he was supposed to do? Try as he might, Ron couldn't concentrate. He briefly considered that the undiluted suggestive potion was having a greater effect on him than it had mixed with Matt's beer.

Ron's mind was dulling fast. Soon he stood slack-jawed in front of the mirror, admiring himself, Matt the furthest thing from his mind.

Matt pulled Doug out of his mouth and laid him out on his open palm as he walked further south. There was a housing development about ten miles away, bordered by the beach on one side and the new mall on the other. That seemed like the ideal location to try his newfound power.

First, he glanced at Doug, who seemed to be unconscious. A brief moment of concentration caused Doug's body to appear to shrink in his hand. Actually, it was Matt who had grown again. At 100 feet tall, he would cover the distance faster.

It would also be easier to swallow Doug, an action he had the strangest desire to perform.

As Doug stirred and sat up groggily, Matt opened his mouth wide and tossed him in the air, catching him with his mouth. He could hear Doug's screams on the inside of his head as he pushed him toward the back of his mouth with his tongue. But the man, little as he may be in comparison, was still a bit too large to swallow whole, and Matt didn't want to have to chew raw meat. He figured he could grow again, but he didn't want to get too big just yet.

So Doug was granted a brief reprieve as Matt walked slowly south, if being trapped in a giant's dark, wet, hot mouth could be considered a reprieve.

Ron must have stood in front of the mirror for ten minutes before Barry got home. Barry was Ron's older brother, who had just graduated college and now lived with their parents while he saved up enough money to move out.

"What the fuck happened here?!?" Barry screamed from the living room. Ron didn't answer. Footsteps came haltingly down the hall, tripping over fallen debris. "Mom! Dad! Ron! Is anyone here?"

He finally passed the open bathroom door. Barry froze as his kid brother, now two-and-a-half feet taller and twice his weight, turned to regard him groggily.

"Ron! What the hell happened to you? What the fuck is going on here?"

The witch's pure hypnotic brew worked on Ron's mind. He heard a question and he responded to it. He told an ever-more-amazed Barry the entire story--everything from his long-time longing for Matt to his plan to do something about it. Ron's speech was slurred and monotonous, but Barry had no trouble understanding him. He even figured out for himself that his brother was under a hypnotic spell from the potion. Barry could hardly believe what he was hearing, and his mind reeled with the possibilities before him.

When Ron finished talking, both brothers were silent for a few minutes; Ron's mind was blank, Barry's chaotic with consideration. Finally, he asked, "Is there any potion left?"

Ron shook his head from side to side.

Barry cursed inwardly. "Can you get more from this witch?"

Ron nodded. Well, at least that was something. Barry thought he'd have to pay a visit to this remarkable woman sometime soon. But for the moment, Ron was enough to occupy the attention. Barry couldn't believe that Ron was gay, too. He thought he was the only one in the family. Sometimes, it felt like he was the only one in the world. Now, with his brother before him, naked and huge and hard, the perfect man, he wished they weren't related so he could take proper advantage of the situation. Of course, related or not, he could STILL take proper advantage of the situation. Who would know? He could even make Ron forget about it, apparently. Smiling wickedly to himself, Barry began to think about where he wanted to begin.

"Sit down," he said. Ron sat on the toilet seat. Barry sat down on his brother's huge lap, feeling like an 8-year-old sitting on the lap of an adult. He could DEFINITELY get used to this.

Matt pressed Doug to the roof of his mouth and felt his tongue fill every nook and cranny of the smaller man's body. What an incredible feeling!

Again, his mind wandered back to Ron and his strange plan. He really owed a lot to his best friend for opening this new world to him. He could ALMOST even forgive him for trying to take advantage of him. Yes, he would definitely pay a visit back to Ron's house later that night to thank him for this incredible gift.

The lights of the beachfront housing development were quite close. It appeared nobody had spotted the giant approaching, so Matt had time to think about how he wanted to begin his fun. It seemed like it would be a good idea to approach inconspicuously, get to the center of the development, then unleash his power on an unsuspecting population. A plan occurred to him, and he smiled.

Inside his mouth, Doug was beginning to regain consciousness, completely unaware of the wild ride ahead.

Barry felt Ron's erection rubbing his back. God, that thing was huge. And it could get even huger. The thought that Barry had complete control over Ron's size by just speaking a few words turned him on enormously. It was time to get started.

"Let's go into the living room," said Barry. As the bedrooms were destroyed, the couch was the next best thing. Ron stood up causing his older brother to slide off his lap. Barry watched as Ron tried to clear the bathroom door without banging his head and something else occurred to him.

He had never considered anything like this idea before, but it was apparently now within the realm of possibility.

"You'd better get a couple of feet smaller," he said. "You don't want to bang your head."

Without a word, Ron complied. Barry marveled at watching his brother's body contract into itself. He'd never seen anything like it.

Ron had taken his words literally and shrunk two feet exactly to six feet tall, six inches taller than he normally was, two inches taller than Barry.

"Shrink another two feet." Barry didn't know if Ron could get smaller than his original height, but he didn't see why not. Neither did Ron, who was four feet tall within three seconds. Barry looked down at his brother's small but godlike body. The possibilities were endless.

Matt's plan had worked and he was ecstatic. He wasn't sure it would, but it had seemed logical. His dental work, although not a part of his body, had grown along with him, and it had stood to reason that anything else in his mouth would change size when he did, too.

The plan had been elaborate because he had wanted some clothes and Doug's were the only ones available at the moment. First, he had spat the little teenager out onto his palm and made him get undressed, then he had carefully put the clothes down where he could easily find them when he would be able to fit into them. Popping the terrified Doug back into his mouth, Matt concentrated on reducing his size, slowly at first so if his plan didn't work his head wouldn't explode from contracting around Doug.

But it had worked. As Matt shrugged into clothes that were damp with his own saliva, he could feel Doug's three-inch body squirming around on the top of his tongue. For the hundredth time that night, Matt reveled in the perfection of his situation: he could not only control his own size, he could, to a limited extent, control that of others!

He again headed for the housing development's lights, this time viewing them from their level. They seemed further away, obviously, than they had when he was almost twenty times larger, and he didn't want to be burdened unnecessarily on the trek. Matt inhaled deeply then spat Doug out of his mouth up into the air. Doug shrieked as he began to fall to the sand, but Matt caught him at the last minute.

"Matt, what have you done? Why are you doing this?" Doug's voice was soft and high-pitched.

Matt smiled. "Because I can, Dougie Boy." He bent down and put the little teenager carefully in the sand. "Now run along home. I have some other things to do tonight--some big-person things."

Doug wept openly as he saw the giant Matt, wearing the clothes that he, himself, had been wearing not five minutes before, walk away. Where was he?

Who could help him? Sand dunes the size of mountains covered with a jungle of sand grasses separated the beach from the road. With one last look after Matt, Doug began to climb the nearest sandy peak.

Barry thought he might have gotten slightly carried away as he watched his brother wade through the waist-high brown brush of his pubic hair. He'd told Ron to climb his penis and, though the small teen was only an inch tall, he was gamely going to attempt to do so.

Ron reached the comparatively immense cock and tried to get a proper foothold. Impossible. It was like asking a normal-sized person to climb a redwood tree where there were no low-to-the-ground branches. Barry sighed.

"Okay," he said, "you can grow some."

Ron grew himself to about four inches tall before an idea occurred to Barry and he continued. "Actually, you can grow a lot. Get back to normal size and let's go into the backyard."

Amazingly enough, the beach was one of the lesser-developed shorelines in the country. Houses were few and far between--like Ron and Barry's family's--but there were a few new housing developments beginning to spring up. Matt's destination was the newest of these: row upon row of houses in a plain modern style. The long-time residents of the area found it hideous.

Matt thought he'd beautify the area.

It was dark, but it was also a clear and warm night. All throughout the neighborhood, residents were out enjoying the evening. Children frolicked on front lawns while adults either took relaxing strolls or gathered together on front porches to gossip or share a nightcap. Matt passed any number of such people before he figured he was close enough to the center of the development to unleash his power.

He looked around, wanting to know if his transformation would be spotted, but there was only one person in the area. A young teenager sat in the grass under one of the streetlights. He had watched Matt's approach, but now quickly turned away, as if he didn't want to be caught staring.

For some reason, this quick turn of the head reminded Matt of Ron. Hadn't his best friend performed that same action in front of him more times than he could count? Usually, in some locker room shower. Matt knew what it meant now. An incredibly strange idea popped into his head, and indecision washed over him. Finally, he approached the boy, who now appeared to be cutting his fingernails, oblivious to the presence of a stranger.


"Uh, hi." The boy seemed surprised Matt had spoken to him, and turned to face the newcomer again. Now that he was closer, Matt realized that this wasn't some young teenager at all. He even appeared to be a bit older than Matt himself, but much smaller in build. He was probably about five foot five and a hundred and thirty pounds. Matt placed his age at about nineteen.

"I'm Matt."


Matt noticed Sean couldn't take his eyes off his body, which was not much of a surprise. He'd deliberately arranged his size to make Doug's clothes tight--stretching them to the tearing point--and he was perfectly aware that the bulge in his pants looked like it was the size of a grapefruit and that his tee shirt looked like a second skin on his muscular torso.

"Do you live around here?"

With a nod of his head, Sean indicated the house behind him. "What about you?"

"No, just, uh, out for a walk."

"I see." Sean's eyes wandered the terrain of Matt's body again. Matt decided it was time to make his move.

"Do you want me to suck you off, Sean?"

Sean almost passed out from embarrassment when the incredible muscular hunk named Matt asked him if he wanted to be sucked off. His feelings for Matt had been pure fantasy moments before, and now it looked like they were about to become reality. He fervently hoped that this was not some sort of gay-bashing set up. Another look at Matt's body made him decide to take the risk. Mutely, he nodded in answer to Matt's question.

"Is there a place we can go?" asked Matt.

"There's a junior high school less than a block away. The playing field is almost surrounded by trees..."

Matt's smile was strangely broad. "A secluded field. Sean, that would be *perfect*."

They walked the short distance to the school field, sometimes allowing their hands to briefly brush together. When they reached the shelter of the trees, some bushy pines, Sean turned before he could lose his nerve and began to feel Matt's chest.

Matt stood still for a moment. He was still smiling. "Why don't you go for my dick, Sean?"

Even though he himself had been promised the blow job, Sean needed no other prompting. He fell to his knees before this muscular god and fumbled at the buttons that hid the enormous cock from him, pulling Matt's pants off his legs. They were strangely damp. Maybe, thought Sean, he's been swimming.

Further speculation was halted in it's tracks as Matt's dick stood revealed.

Sean's jaw dropped in utter shock. The cock wasn't even hard and it was huge--almost a foot. How was he supposed to get his mouth around *that*?

"Take off your clothes, Sean."

Sean complied, at the same time nuzzling the huge penis to erection. Still on his knees, he worked his way out of his shorts, then had to neglect Matt's dick for a moment as he pulled his shirt off over his head.

When his head was free, he attempted to return to Matt's cock.

It was gone.


This was impossible, it was right in his face a moment before.

But now it wasn't.

Matt's muscular legs were still there in roughly the same position.

Sean followed them up, up, up....

*There* was the cock, bigger than ever, five feet over his head. As he watched, it got bigger and higher still. The T-shirt Matt had been wearing, now a torn rag, fluttered down and landed at Sean's feet. In turn, Sean stood at Matt's feet. And Matt was a huge, HUGE giant.

Sean thought he'd pass out. This was incredible. This was impossible.

He still thought it was impossible when a hand as big as he was grabbed him and lifted him into the sky. For a moment, before Matt sat down, Sean got a glance of his neighborhood from a height of 50 feet. Then, all he could see was the flesh of Matt's stomach and hands, where the giant had him trapped in an unbreakable grasp.

When Ron's mind slowly returned to consciousness, his body was attempting to climb a penis the size of a five-story building. He heard a voice echo down from above, and immediately recognized it as how his brother might sound if his voice were heard through giant speakers. "OKAY, YOU CAN GROW SOME."

The potion's failing grip on his actions caused Ron to instinctively grow to four inches tall. Then, Barry said to return to normal size so they could go into the backyard. As he complied, this time under his own volition, Ron wore a secret grin. He had an idea of what Barry was up to, and it was time to teach his older brother a lesson.

Sean stopped wriggling in Matt's hand, and the giant rewarded him by raising him up to the level of his face. This was simply incredible. Sean sat naked on the palm of a man who must be a hundred feet tall. Matt was sitting on the field, but his head was above the level of the trees. From where he sat, Sean could see his neighborhood over the treetops.

But he didn't want to look at his neighborhood. He wanted to look at Matt.

What beauty! Sean was almost unconcerned about his own fate, as long as he could die knowing this god-like man's body.

And that was exactly how things turned out.

As the brothers emerged naked from the broken back of their house, Ron thought of the time. Their parents had gone to dinner and a movie in the nearest big city, which was about an hour away from the coast. They wouldn't be home for at least an hour, probably two. Plenty of time to teach Barry a lesson and perhaps even catch up to Matt. Of course, there was still the small matter of the house's collapse to explain...

Ron had decided to play along with Barry's game for now, and was ready to comply with his brother's next spoken wish, when headlights swept the far end of the yard. Someone was turning into the driveway! Their parents!

It was lucky for Ron that Barry saw the lights, too, and said: "Oh, shit, it's them! Let's get dressed! And act NORMAL." If his brother had not had the foresight to issue the command, it would have been obvious that Ron was no longer under a spell as he jumped the gun to accomplish exactly what his brother had just said.

Barry's bureau had fallen into Ron's room, and he was able to grab some new clothes. Ron was faced with the dilemma of finding something that would cover his newly-muscular body. He settled for wearing something of Barry's, and was just pulling on some shorts when they heard footsteps on the side of the house.

"What the FUCK happened here?!?" Not Mom. Or Dad. Who was here?

Barry knew. He breathed a sigh of relief. "Scott."

Scott was an old high-school friend of Barry's who had also become a friend of the family, frequently dropping in unannounced. Barry thought it was ironic that it was Scott on this of all nights, as he had for years had a crush on his friend, just as Ron had on his. Maybe tonight would be a night for revelations all around.

Scott rounded the corner and saw Ron and Barry through the collapsed wall.

"Guys! What happened? Was it the giant?"

"Giant?" Barry squeaked. How much did Scott know?

Scott shook his head, considering the unbelievable. "I heard on the radio that some guys had reported being chased by a giant just a mile south of here. I didn't believe it, but came out anyway. Now I see THIS..."

"Actually, it was a giant," Ron spoke up, just as Barry was about to claim the destruction had been caused by a freak tornado.

"You're kidding me," said Scott. "Those guys were probably on drugs. What really happened?" He began walking aimlessly about, examining the wreckage.

Suddenly, Scott stopped and stared at something, then glanced frantically around. "Oh my God!" He began to run for his car, not looking back. Barry looked around to see if Matt had returned, but Ron knew what Scott had seen:

the pattern of the wreckage. It clearly showed that something had broken OUT of the house, not smashed it from the outside. Scott had put two and two together and figured out that the giant had come from inside his friends' house, and that he would either be coming back or was, in fact, one of the men before him.

Ron sighed deeply. This wouldn't do at all. The clothes borrowed from Barry shredded into tattered rags in less than three seconds as Ron quickly grew to over 100 feet tall. His intention was to stop Scott--who was just now reaching his car and working frantically at the door, trying to unlock it and get in--but he became distracted for a moment at his view. Below him was Barry, knocked aside by his brother's growth spurt and now looking up, bewildered. Ron could also see up and down the beach and took a moment to scan for Matt. Nothing.

A faint scream reached his ears, and he looked down at Scott. It appeared that his brother's friend had just realized his suspicions were correct. He finally got the car door open and he jumped in, only to find the vehicle rising into the air as if it were a helicopter.

Ron brought the car up to his face, enjoying Scott's look of terror. Was this how Matt had felt? So powerful, so alive? No wonder he had done what he'd done. Ron understood everything now, and wanted nothing more than to find his best friend and tell him. But first he had something else to deal with...

Scott's car door was still open, and Ron pulled it off. Then he turned the car on it's side and began shaking it over his open palm. After a few seconds of feeling like a martini--and not a stirred one--Scott fell out, landing hard on Ron's palm. The giant casually tossed the car down, where it landed with a crash in a neighboring field.

Then, he examined Scott.

Ron was aware of Barry making some sort of commotion near his feet, but he ignored it in favor of his brother's friend. Scott really was adorable. Did Barry think so? Ron took a moment to think, wondering how he should take advantage of this very interesting situation, but also wanting very much to find Matt. As he thought, he followed his old habit and ran his tongue around the backs of his teeth. A thought entered his unconscious mind, then seconds later his conscious one. He had all of his teeth. ALL of them. And yet, his two front teeth had been damaged in a fall years before and had been replaced with artificial ones...

The same idea that had occurred to Matt before occurred to Ron now, that he had limited control of the size any object that was in his body. But there were doubts, too. What if it didn't work and his head exploded? What if it only worked on objects that were actually a part of his body?

But what could it hurt to try, thoughts of an exploded head aside? He could do it slowly, and stop the process whenever it felt like something was going wrong. And Scott was so convenient...

Scott screamed as he was brought toward the giant's mouth. "Ron, please!

It's me! Your old friend Scott!"


When the little man was inside his mouth, Ron thought he probably should have removed his clothes first. This would be a great opportunity to get to know his brother's friend a lot better, after all. Also, he didn't particularly care for the feeling of Nikes kicking the roof of his mouth.

Oh, well. He would remember next time.

Slowly at first, Ron began to dwindle in size. It seemed his experiment was working. Soon, he was eight feet tall again, standing next to Barry, who looked up at him in awe and fear.

"Where's Scott?" his brother squeaked. "Did you..."

Ron laughed. "Swallow him? No. Here." He spat Scott, who was now only about five inches tall, out into his hand and handed him to Barry. "Here you go. I'm sure you two will be very happy together." With that, he grew again, surpassing his previous size, and walked toward the beach.

As Barry watched his brother go, he considered that his situation was no less interesting than it had been before. There, curled up in his palm, was the unconscious form of the man after whom he had lusted for years.

Very interesting indeed.

"I CAN GIVE YOU THAT BLOW JOB NOW." From the palm of the giant's hand, Sean stared up in awe at Matt's handsome face. As he watched, it got closer, looming higher. When he was close enough, the huge, slimy tongue darted out, burying itself in Sean's crotch.

Sean was in heaven. He grabbed the sides of the tongue and thrust his crotch against it. With his bare feet, he caressed Matt's face, feeling the prickly giant whiskers at inch intervals.

"OH, YOU LIKE THIS, DO YOU?" asked Matt, barely comprehensible because he was talking around his tongue. Sean didn't answer but began kissing the flap of skin between the goliath man's nostrils. He pressed his crotch so hard against the tongue that his inner thighs and legs, which were spread wide, lodged against the huge, moist lips.

There was an odd feeling suddenly. The giant's skin slid against his, the nose grew further away, the tongue washed more of his legs. It took a moment for Sean to realize that Matt was growing again.

When it was done with, Sean realized he was less than an inch tall compared to the massive man before him. For the first time, he began to feel frightened. He looked out over his neighborhood and saw the red and blue flashing lights of police cars heading directly toward him and Matt; a hundred feet below, people stood in front yards pointing, screaming. They were all watching their every move. Sean's erection, which had been about to burst only moments before, quickly wilted.

"OH, DON'T LET THEM SPOIL OUR FUN." Matt's voice was louder than ever.


Sean screamed as the giant popped him into his mouth. The lips slid shut behind him, blocking the light and sound of the outside world, leaving Sean alone in the dark, wet, hot cave of Matt's mouth. He could hear a thundering heartbeat and air rushing up and down the back of the cavernous throat.

"Let me out!" Sean yelled, banging his tiny fists ineffectually against teeth, tongue, and gums. Matt began to hum tunelessly and the sound almost deafened the man in his mouth. Sean felt the world around him rocking, and decided that Matt must be standing up. He fleetingly hoped that the giant wasn't about to do anything destructive, but spent more time praying that he wasn't about to get eaten.

The tongue under him moved, pressing him against 3-foot teeth, probing his relatively minuscule body. A sudden shift had Sean plastered against the roof of Matt's mouth, the tongue pressing the breath out of him and covering his mouth and nose. Matt held him in this position for a while, until Sean was certain he'd die of suffocation. When the pressure released, Sean had barely sighed in relief before he was moved again. The tongue lifted him up, pushing him away from the front of the giant's mouth, toward his throat.

Matt held him there for a moment, his tonsils hanging like the sword of Damocles over the little man perched between life and death by swallowing.

Then he swallowed.

Screaming, Sean slid down Matt's slick throat. The last thing he realized before he blacked out completely was that his dick was as hard as a rock.

Naked and shivering in the night air, Doug made it to the top of the mountainous sand dune and looked out over the giant world he was now a part of. The moon shone overhead illuminating the landscape like some sort of fantasy world. If he were normal sized instead of, by his best reckoning, three inches tall, he would have enjoyed the view immensely. As it was, he was too scared and miserable to think much of anything.

And then, another giant came.

From the tiny man's perspective, the new giant was thousands upon thousands upon thousands of feet tall--much too big for Doug's small eyes to see even a quarter of the way up. Doug whimpered and dived for the far end of the dune, but the titan was far enough away that the only effect on Doug was the shuddering of the sand beneath his body.

The new giant was heading south, just as Matt had done.

Doug began the long descent down the sand dune toward the road, passing huge soda cans and used condoms the size of weather balloons. He didn't know what would become of him, what he life would be like, if he would ever return to normal, but he did know one thing.

He was headed north.

The world was shaking, and the tremors brought Scott back to consciousness.

He couldn't remember what had happened, but had the most urgent urge to flee.

Well, *that* would have to wait. His head was pounding so hard, he could barely open his eyes.

Where was he? The surface beneath his body was soft yet firm, and angled so that his head was higher than his feet.

And it was *shaking*.

Finally, he pried his eyes opened and looked around, then stopped in horrified wonder. He was on a stomach. A *BIG* stomach. Foot-long tendrils of hair stuck out everywhere. Lying on his back, Scott could see a fist as big as he was, jacking off a cock that was a good deal bigger.

The giant!


Everything came flooding back. Scott tried to leap to his feet, but he lost his balance on the slope, tripping and rolling down the huge body until he came to rest in the foliage of pubic hair.

A deep, loud chuckle drifted down from above and Scott turned to face Ron, to demand to be let go.

But it wasn't Ron. It was Barry.

His best friend.

Staring down at him. Grinning.


The remainder of Scott's world shattered when he noticed, around them, the ruins of Ron's bedroom were also huge. Barry was a giant to Scott only. And Barry was in control.

The mammoth hand stopped beating off long enough to grab Scott and press him against the 8-foot penis.

Scott began to cry.

Headed south, Ron followed Matt's gigantic footprints along the beach, watching them as they got smaller, finally losing them among the normal-sized footprints in the sand. It seemed Matt had been headed for the new housing development. But why go as a normal-sized person?

That was something Ron had no intention of doing. He wanted to find his friend as quickly as possible. The lights of the development and the neighboring mall were in sight, and Ron picked up his pace. Soon, he could see the actual buildings.

And the skyscraper-tall form of his best friend, gloriously naked.

Emergency spotlights highlighted parts of the beautiful body, catching a hand here, a thigh there, then a nipple. Even as Ron watched, some of them blinked out as Matt destroyed them with a casual tap of his foot.

Ron estimated that Matt was over 300 feet tall, and he quickly grew to match his friend's height. Coming from the darkness, Ron didn't think he would be spotted quite yet, which was good because he wanted to take in the sight before him.

Matt was simply beautiful. There was no other word to describe him. Ron wondered if the tiny people who surrounded his friend also thought him beautiful, but he thought not. These were people who lived (or *had* lived) in the houses that stood in ruins around Matt's feet. As the citizens either gawked or fled, emergency crews were attempting to surround the giant. Not that they could hope to accomplish much; Ron thought they were lucky that Matt wasn't doing much but occasionally knocking over a house or car. He seemed more intent on just looking down from such a height.

Ron got as close as he could without causing a commotion but, when you're 300 feet tall, someone's bound to spot you. Someone on the outskirts of the development must have notified the police about Ron as he passed because soon a spotlight swung in his direction, illuminating him as well.

Matt noticed him then.

"Ron! Hey! This is great, isn't it?"

"You look great."

"You don't look so bad yourself."

Ron blushed, looking down over his expansive body. He'd forgotten he was every bit as muscular as Matt was. He approached his friend--stepping on two houses and a fire truck to do so--and gave his friend a big, open-mouthed kiss. Matt responded eagerly, caressing Ron's torso and ass with his hands as he did so.

"Do you want to go somewhere more private?" Matt asked.

"Lead the way."

Matt did, casually clearing a path through the suburban houses and stores.

They walked back toward the beach, passing the mall as they went.

Gloria and Jim, parents of Barry and Ron, emerged from the mall's movie theater after having watched "Interview with the Vampire." Jim had thought the movie stupid, but Gloria liked it, mostly because of Tom Cruise and Antonio Banderas. Now, she wanted to look around in a few shops before heading for home, but Jim was impatient.

"You can come back tomorrow," Jim said. "I'm exhausted."

Jim was in a crabby mood because he hadn't wanted to go out that night. Ron had talked them into it, convincing them that he wanted to have some time alone with his friend before they went their separate ways. Gloria sighed and followed him to the mall door.

"There seems to be some sort of commotion out there," said Jim. Just a couple of blocks away, the lights of dozens of police cars and fire engines lit up the night. Spotlights were flashing against the sky, attempting to illuminate some sort of building.

They were outside before they realized it wasn't a building at all. A stray beam of light caught the face of

"Matt!" Gloria screamed. There, over 300 feet tall, was her son's best friend.

Jim looked stunned, and had to lean against a car for support. "But if that's Matt, where's..."

Ron. He moved into the lighted area so suddenly that his parents, several blocks away, hadn't even seen him approaching. Gloria swooned, falling into Jim. But she couldn't take her eyes off of them.

The giants were talking to each other. She could have heard them if she tried, but the blood was rushing through her ears, making a pounding noise that rivaled the nearby waves. But she did see them embrace, then kiss, exploring each other's bodies with their hands.

Gloria had always suspected that Ron was gay. She hadn't minded at all, wanting him to tell her in his own time. "What a way to come out," she whispered now. Matt and Ron joined hands and began walking in their direction. Gloria thought they were heading straight for her and Jim, but they passed by without so much as glancing down. They only had eyes for each other.

She and Jim watched as the giants meandered down the beach, hand-in-hand. A roaring sound came from above, behind them, and moments later, two army helicopters shot by, pursuing her son and his friend.

She turned to her husband, but he fainted dead away, sprawled out against the hood of a car.

Gloria took one last look after the departing figures, then joined him.


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