It Changed Me 2

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"FUUUUUUCCCCCCKKKKKK!!!!!!" was all I could say after I came for the fifth time in a row. I just couldn't help it just moments before I used to be a disgusting overweight thing, and now I am this HOT muscle man with the power to change people. I had to pull myself away from myself to walk down the hall, and go into my closet to find a new attire awaited me. I grabbed a stretched pair of boxer briefs, tight shorts, and a muscle tee. I almost forgot that today was a school day and I would be late to school if I didn't leave soon.

I arrived at school to my surprise a few minutes early. I walked down the halls to realize that everyone didn't notice any changes made to me. I recalled the voice of It "... only the person you change will remember before and after, unless you change their mind around." So I walked down to my locker to see my good buddy Colin was at his locker. He is about 5'3", pale skin, skinny, and looks like he should still be in grade school. " Hey Jim, how are you man? Do Mr. Anger's homework last night?" I had forgotten that I even had homework, but when I searched in my backpack it was already done.

"Move out of my way weakling!" yelled Chris as he pushed Colin to the ground hard. Chris was on the variety swim team. He is 6'3", 220lbs of pure lean muscle, and from what I hear he is very well endowed. He was the envy of all the guys and the object of desire for all the girls.

"He is such a jerk. If I had all that power, I wouldn't use it to push people around," Colin said.

Just then I had a brilliant idea. "Go on ahead, I'll meet you in homeroom man."

"Alright man. Don't be late or Mrs. Green will write you up."

I walked down the hall to where Chris's locker is, he had just left it. Time to put phase one in action. I wrote a little note saying to stay in the locker room after practice: "I wanna show how much you mean to me." I signed it Mindy, our hottest chick in the school.

I then slipped the note into his locker and went back to Colin's locker, and wrote another little note.:"Hey man I won't be in the computer lab after school meet me in the locker room at 4:30 when you are done in there. I'm gonna try out for the swim team." I slipped it into his locker and went off to homeroom

I impatiently waited until it was 4:00 just when swim practice would be done. I waited down the hall till I saw most of the team leave. I waited till 4:15 to go into locker room. I turned the corner and I saw Mark fully exposed. I took in his body of muscle everywhere, not an ounce of fat, wide shoulder, long arms, a trimmed happy trail leading down to a fat 5 inch cock, with a equally big set of lemon size balls. He finally looked around and saw me staring at him.

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"WTF?!?!? Why are you in here?!? Get the fuck out of here now!!" Mark yelled.

I knew Mark's weak spot was his ego, so I decided to play at it. "Mark, I couldn't help myself. I knew how much you love people admiring your body. I just wanted to pay tribute." The evil grin that formed on his face told me I had him.

"Alright you fag, get over here and suck on this big cock," Mark commanded

I walked over and bent down on my knees and began to fondle his balls, while taking his soft member in my mouth. I was surprise how turned on he got because once my lips touched his cock he was rock hard. I had to lean back to see how big it was. "You like it?" Mark said " It's 10 1/2 inches long and 3 inches around, most chicks can't take it in their pussy."

I began the process of sucking Mark off while he was unaware of the changes he was undergoing. I watched as his muscles were slowly fading, his height was lessening, his hair was slowly receding, and his proud member was slowly losing its length and girth. Mark was completely unaware of these changes he was to busy bucking his hips, and moaning in ecstasy.

I could tell it would be over soon, so I turned up the heat a little, and Mark just exploded. I made sure to gulp down every last drop. After catching his breath he looked at me and said, "That was.... the best... BJ.. ever, WTF?!?!?!?!?!?!?!" Mark then looked down to see what the changes did to his body. His muscular, arrogant self had been reduced to a 5'1" skinny, hairless teen with barely a 3 inch cock hard. He searched down by his crotch to find pea size balls. He was in shock and horror. "What happened, who did this? YOU DID THIS! Why would you do this to me, I never did anything to you. Mark said in his higher pitched voice.

"Oh yes you did all the times you bullied me in the past, and all the times you picked on my friend Colin," I said.

"What are you talking abo..." was all Mark said until I gave him memories of my past life where he made my life a living hell. "... But that didn't happen did it? I mean, look at you. That can't be the same person? And I am sorry about what I did to Colin. I was just messing around."

"Oh no you didn't you bullied us, and you had to pay, but the punishment isn't over yet. You will see what else I have in store." I said. As Mark watched in horror. Then we heard the locker room door open and Colin walked in to find the sight of the new Mark cowering.

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"What happened Jim? Who is this?" Colin said in total shock.

I came up to Colin and placed my hand on his shoulder. "I am just changing everything around to the way it should be," I said with sincerity. I knew that Colin was gay and that he had a crush on me, well at least in this new muscle form. We both loved muscle, and both dreamed of being muscle men. Now that I was it was time to make him one. "Lie down" I told Colin to do, and to my surprise he started stripping.

"I was waiting for this for so long," Colin said. I shred my clothes to show off my 6'4" 220 muscle build of all muscle with no fat, and I took joy in showing off my cock as it grew to its full size of a foot long and the size of a beer can. Both Mark and Colin just stared open-mouthed and drooled over my massive member. Colin apparently knew what to do because he went down on all fours on a bench and offered his ass up to me.

"Time to watch the show" I told Mark. I then trusted myself all the way into Colin, and he gave out a cry of pain and pleasure from the size of it. I began to pump away into Colin's ass, as Colin began to change. I gave a stare over to the frightened, and boned up Mark watching Colin and I go at it. He watched as Colin didn't seem that thin anymore and actually seemed to have some nice tone to him. Mark gave a glare at Me that told me he knew what was happening. That the muscle, height, and size I stole from Mark was now being added to Colin's body. Mark was disgusted but at the same time it made him so hot, that he started to beat off.

This made him angry as he was beating off a member that wasn't even 1/2 of what his former member was. I kept pumping into Colin, I felt like I would never come. I looked down to see that Colin was probably about 6 foot and maybe 170lbs. I knew that Mark's power will soon be fully part of Colin, but the weird thing is that even though all of it would soon be a part of Colin he just didn't feel like he would be spent by then.

Mark let out a groan of pleasure and disgust as he came for the third time, while Colin and I were still going at it. I looked down and I knew that Colin was now 6'3" and 200lbs, and his member was about 9 maybe 9 1/2 inches. I still didn't feel like I would be done yet. After moments, which seems like an hour of fucking Colin finally have everything that was once Mark. I was not spent, I kept pumping, and Colin just kept getting more muscle. Finally I came after Mark came over and started fingering my hole. I erupted the biggest load into Colin, and saw an equally big load release from Colin.

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He stood up for all of us to see he is now 6'3" and 250lbs of rock solid muscle with a 11 inch cock almost as thick as mine, with nice lemon size balls. "Fuck. I look amazing," was all Colin could say about the transformation. I gave Colin some new clothes, and picked up my own. I threw Colin's old clothes to Mark, which I knew would be to big on him. Colin left the locker room, and just before I left I turned to Mark and said " This should teach you a lesson on how to be nice to people, maybe if you are lucky I will give back some of your old body, but only after you have learned your lesson."

I left Mark there on the floor of the locker room and thought, If I can right the wrong of my own bully, and my own friends without consequences. What else can I get away with?

To be continued

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