Val 3

She closed her eyes and moaned. “Oh yeah, baby, I can feel it. I can feel all that man juice coursing through my muscles!”

She ran her hands sensually over her thick, striated pecs and her bulging abdominal wall  Then she added, “...and it feels so fucking horny!” punctuating that last statement with a buck of her hips.

Sam was appalled at her disgusting muscularity, but at the same time, something about it thrilled his loins. Incredibly, he was getting hard again. But he tried to fight it, saying, “you’re way too butch now…”

“Hahaha!” Val laughed. “You haven’t seen anything yet!” Then she grit her teeth and muscles bulged up on her chiseled jaw. A nightmare of vascularity cascaded across her cheeks, her forehead, and her neck. Veins engorged all over her body, on her toaster-sized pecs, her barrel-thick quads, and her softball-sized abdominals. 

Sam’s eyes bugged out when he noticed a collection of the thickest blue veins converging around her  crotch, feeding a growing bulge beneath the front triangle of her lacy thong. Sowly, the material stretched, tenting out, as Val let out a long, slow moan.

“Ohh fuck yessss!” she moaned, then bucked her hips suddenly. The thong snapped off as a thick appendage slapped down against her thigh. Sam gagged in disgust - Val had gone beyond butch - she had just grown a cock.

But Val only moaned, “Moooore…” as she crunched down and sent a wave of muscle down toward her crotch. She grunted as two bulges expanded beneath her new member. They were covered in veins and bulging like oversized golf balls, stretching her new nut sack.

Val reached down and grabbed them firmly, feeling them roughly with her hands. She moaned again, feeling the electric shocks of pleasure they produced.

“Oh yeah babe, look at me now,” she said as her cock slowly rose to attention. “Look at the size of these nuts!” she gloated. “They’re gonna produce so much test, I won’t even need to juice anymore!”

Sam shook his head. “Geeze Val, it’s too much!”

Val chuckled. Then she bucked her hips. Her thick cock slapped against her abs. She reached down and stroked it, moaning. “Oh babe, you’re just jealous,” she said, jacking herself off proudly in front of him. Then she flexed up a huge bicep, turned her head, and licked it.

Sam frowned as his cock stiffened at the incredibly erotic sight. He couldn’t help himself. How was this such a turn on? 

“Ungh,” Val moaned, bucking her hips as her jacking sped up. Her free hand cupped her pec and squeezed. It was so hard, rippling with striations… so hot. “I’m so fucking jacked!” she cried, jacking faster. 

“You’re turning yourself into a man!” Sam said incredulously.

“Hahaha,” Val laughed, still jacking herself off, arrogantly now. “Compared to you, little bitch, I’m a big fucking beefcake!” she cried. “And look at you,” she said, licking her lips as she continued her masturbation exhibition. “You like it! You’re hard as a rock!”

Sam looked down at his cock, feeling betrayed, but at the same time, feeling incredibly horny.

Seeing Sam’s look of horror at his own attraction to her new freakish form sent Val over the edge. She came with a roar, her cock exploding, sending cum all over Sam’s chest. Seeing the incredibly erotic sight of Val’s bulging muscles flex into hypertrophied frenzy during her orgasm, and feeling the huge load of warm cum hitting his chest, Sam was overcome. Without even touching it, his cock bucked and slapped his abs. He came in sympathy with the muscle goddess in front of him, adding his own cum to the thick spunk she had shot onto his chest. 

Panting, Val stalked forward, letting her cock slap against her thighs. She licked her lips, then leaned in, and sucked every ounce of cum off his muscular chest.

Breathing heavily, Sam said, “You’re a freak!”

Val stood back and chuckled. “You think that was freaky? Watch this!”

Val put her hands on her hips and sucked in a huge breath. Sam felt like the air was being sucked out of the room as Val’s abdomen expanded with her filling lungs. Then she exhaled, and Sam actually felt the push of her mighty breath. Standing in her superhero pose, she flexed every muscle on her body. Slowly, sickeningly, they all bloated bigger. Her traps climbed up her neck, bulging so big it looked like she had three heads. Her pecs surged into thick angular masses, like each one bigger than cinder blocks. Her legs throbbed and bulged with gnarled muscles growing and thickening, leaving no space between her legs.

Sam’s stomach turned. It was too much, too crazy, too freaky He puked.

Val laughed, a huge, haughty laugh, her voice an octave deeper. “Pay attention, bitch! I’m just getting started!”

She rested her fists on jutting obliques, and her pecs, biceps, and lats had bloated so large that they pressed against one another. She grit her teeth, sending another wave of striations across her muscular jaw. As she grunted, veins engorged all over her abs and quads, feeding into her crotch. Veins on her ball sack engorged as it bloated. Val’s eyes rolled back into her head as she suddenly moaned, and her ball sack bulged with two new oversized golf balls. 

Sam’s mind reeled. Val had grown two new testes at will. Her nut sack was an outrageous, bloated, vein-riddled mass of four heavy tests.

Val’s deep, arrogant laugh roused Sam from his reverie. “Hahaha, look at me now, bitch!” she bragged, bucking her hips haughtily. “My nut sack is super-sized!” Then she reached down and squeezed them. She moaned, and her cock bucked to attention.

“See babe? I’m just getting started!”