Tracy and Shannon 2

“You want this, don’t you?” Shannon said with a wry smile as she flexed up a massive bicep. It exploded into a bulge of striated muscle the size of a football. As she held the flex, a small, baseball-sized ball of muscle bulged up right in the center of her already massive bicep - a peak to her massive peaks.

Tracy was practically panting with lust. “Yess..” she said almost breathlessly.

Shannon released her flex, then roughly ripped her baggy shorts down over her quads. It was a good thing they were elastic, because they had to stretch to their limits to get over her massive bloated quads. Beneath, Shannon wore a tiny bikini brief. Or, maybe it only looked tiny because the front triangle was stretched out over the most butch-looking vagina-thing Tracy had ever seen. Tracy gasped, seeing the angular, bulging muscle barely contained by the bikini brief. No wonder Shannon wore big baggy shorts - it was the only way to hide that monster.

“That’s right,” Shannon said, resting her fists on her jutting obliques. “I’m big EVERYWHERE!”

Shannon grunted as a round bulge began growing underneath her briefs. It grew bigger, tenting the briefs, stretching the already thin sides of the bikini brief to its limits. With another grunt, and a flex that sent a wave of disgusting vascularity directly to her mid section, the bulge engorged, tearing the bikini briefs right off her body with a snap.

Shannon smiled as Tracy just stared at the massive appendage that protruded from the top of Shannon’s over-muscled cunt. It was a massive clit, the size of a man’s cock.

“If you want this,” Shannon said, punctuating the word with a flex of her pecs, “You need to take this!” she grunted, grabbing her clit-cock and stroking it with a moan.

Tracy’s pussy was gushing, so much so that the front of her bikini bottoms were soaked. Shannon noticed, and she smiled, sauntering forward. She reached down and tore the bikini bottoms from Tracy’s willing loins. Then she lifted her up almost effortlessly - Tracy nearly came at the muscular feat - and plunged her massive clit-cock into Tracy’s sopping wet pussy. Tracy gasped, overwhelmed with lust and pleasure.

Shannon grunted, taking her own pleasure in muscle-fucking the pretty, lithe woman. What made her even hornier, though, was knowing what would happen when she shot this woman full of her super-powered cum.

“I’m gonna make you HUGE!” Shannon said with a big, toothy grin as she continued thrusting. “You’re gonna take my cum,” she said, grunting and thrusting, “it’s gonna fill you up!”

“Oh fuck yess..” Tracy moaned, her hands roaming across Shannon’s huge, craggy shoulders and back.

“It’s gonna pump you up,” Shannon continued, grunting, “Gonna make you GROW!” she said, imagining the skinny woman growing into a female bodybuilder.

Tracy imagined it too, and it made her hornier than she had ever been. Her pussy was throbbing and gushing, causing loud wet sopping sounds with each thrust of Shannon’s mighty clit-cock.

“Gonna,” *UNGH* “FUCKING” *UNGH* “CUM!” Shannon shouted. Her clit-cock vibrated and erupted, shooting spurt after spurt of virus-laden cum into Tracy’s throbbing pussy. Tracy moaned, imagining her cunt absorbing all that cum, making her into something more.

Tracy felt a sudden burning in her arms, her thighs, her abs. She screamed, in pleasure and pain, as muscle fibers split, stretched, and multiplied. Her formless arms developed lemon-sized biceps. Her thighs added inches of striated mass. Her stomach, flat and smooth before, rose into a defined, vascular six pack.

Shannon put her down as Tracy backed away, still panting. She looked at her arms, her legs, her calves, all suddenly bursting with muscle where there was only smooth, featureless skin before. She flexed a bicep, then squeezed it, marveling at its size and hardness. She had become as muscular as a fitness competitor.

She rubbed her abs and felt her pussy gush again. This muscle, it was so sexy! She felt so strong, so empowered! She looked up at Shannon with an unmistakable glint of horny lust in her eyes.

“I want MORE!” she said, striding toward Shannon’s sweaty, blocky form. Tracy reached up and grasped Shannon’s thick, blocky pecs. She pressed her lips against Shannon’s, then pushed her tongue into Shannon’s mouth, tasting her salty sweat.

Tracy withdrew her tongue, streams of saliva falling onto their sweaty, muscular bodies.

“Fuck me again, you monster!” Tracy practically growled, reaching for Shannon’s massive clit-cock. It was still hard, and she stroked it.

“Oh yeah, you’re really into this, aren’t you?” Shannon said. “Alright, babe, let’s really do this!”

Shannon grabbed Tracy’s hips and lifted her again. It was a little bit harder this time since she had gained what seemed like 30 lbs of muscle in a matter of minutes, but Shannon was still strong enough to lift her up and sink her clit-cock into her waiting wet pussy. Tracy gasped, wrapping her legs around Shannon’s waist, and started to piston her hips, plunging the clit-cock deeper.

“Give it to me!” Tracy grunted, taking over, bucking her hips and slapping her pelvis into Shannon’s, her hungry pussy devouring Shannon’s clit-cock, sucking at it, milking it, wanting more of that muscle-juice to invade her body.

It was now Shannon’s turn to moan as Tracy turned the tables, becoming the dominant one, fucking her with wild abandon. She could barely hold her standing position as Tracy bucked and squeezed, pounding her clit-cock furiously. It wasn’t long before Shannon started cuming again.

“Ohh fuck yess!” Tracy hissed as she felt Shannon’s magic cum filling her pussy once again. She pistoned harder, feeling that familiar burning sensation in her biceps, thighs, and abs. She reveled in it this time, flexing harder, willing her muscles bigger. She grunted in pleasure as her muscles responded, rippling bigger, thicker, more vascular. Her biceps and thighs swelled by inches, her abs vibrated with growth. Her traps became engorged, bloating into two meaty bulges protruding from her shoulders, crawling up her neck.

Shannon felt Tracy’s sudden burst of muscular growth, turned on and overwhelmed, feeling her weight increase by dozens of pounds. Her legs finally collapsed and she fell onto her back, with Tracy landing on top of her, still humping her clit-cock. Shannon moaned, her hands roaming to Tracy’s now blocky hips, swelling with muscle, and her bloated abs that were beginning to rival her own.

“Oh yeah!” Tracy shouted, flexing two massive slabs of bicep meat that grew to freakish proportions. “I’m getting really fucking huge now!”

Shannon licked her lips, sliding her hands up to Tracy’s vascular pecs. They had swelled into phone-book-sized plates, stretching her bikini top. Her formerly shapely breasts looked stretched and shriveled, as if her new growing pecs were devouring them. Which Shannon knew, they were - her body converting any available tissue into more muscle mass.

“You’re huge!” Shannon breathed, enjoying Tracy’s growth and lust immensely.

Tracy felt her massive biceps, smiling. “I’m as big as you now, baby!” she said with lust in her eyes.

Shannon took in Tracy’s bloated form and had to agree. She must have gained 75 lbs, which seemed impossible. Her analytical side kicked in, musing that this woman’s psyche, her desire to grow bigger, must have aided the transformation process somehow. She had literally willed herself to be as big as Shannon!

Tracy then looked down at Shannon. “But I still want MORE!”