It decided to be a woman today. She slinked into a heavy testosterone trail and entered “Muscles Gym” in Los Angeles. She could smell jock immediately. Her fine tuned senses told her where to go. She could sense in which direction the strongest amount of testosterone was as well as read the minds of everyone in the gym to find the biggest, strongest, toughest stud in the gym. His name was Butch and everyone feared or envied him. She could tell that some of these men wanted to be with him, to touch him, to stuff their faces into his big balls, his musky crotch and the rest wished to be like him, to possess the muscles, the attitude, the confidence. She sensed that the men were so full of jealousy and would delight in his misfortune.

Towards the back, she finally saw him. He was 6 ft 5 and twice as wide as all the other men in the gym. She took him in. He was made of grade “A” beef and his chest and stomach covered in dark fur his arms and back full of roughneck tattoos. He had a square jaw, black beard speckled with silver. His torso was like a barrel covered in black sweaty hair patterns. Black wrap around sunglasses hid his steel blue eyes and a white bandanna kept the sweat out of them. .He was bare-chested today, having peeled off his sweaty, dirty white wife beater earlier, now wearing only a pair of skintight threadbare black Reebok spandex shorts over a holey grey jockstrap, grey construction socks stuffed inside used up, rank, Black size 14 Asics wrestling shoes and the sweat covering his muscles. She could smell his musky, manly odor and his testosterone levels were off the chart. She knew before even looking there that he was terribly well endowed. His fat hanging pecker draped obscenely over large hairy tangerine sized nuts, barely contained in the tight, old, shorts. Reading his mind, she knew he was the leader of a motorcycle gang. He was tough as nails, dangerous and he’d used his looks, his fists, or his cock all his life to get what he wanted, and he ALWAYS got what he wanted.

At the moment his big fists were busy curling 150lbs dumbbells. As she walked toward him she could hear his deep beast like grunts, and she could see the sweat glistening over his badass bod, his tattoos glistening. As he flexed and pumped and grunted, she turned her attention to the overstuffed ten-year-old spandex shorts which upon closer inspection had numerous holes at the seams where some of the studs’ dark leg hair was visible. As she took in every vein and curve of his large, bulging unit, she searched his memory. She knew he had slept with over a thousand women. So he barely paid attention to her as she openly stared at the straining bulbous package. He was used to the attention.

She knew he loved to shove forcefully, his massive sausage into women whether they liked it or not. She knew he loved knowing that his giant knob had pounded over a thousand cunts. He loved to hear the women scream in pain as he filled every inch of their abdomen with his huge, hard dick whether they could take it or not. His massive ego, as well as that sweaty, manly smell coming from his hairy pits and heavy junk was overwhelming. She could smell his size fourteens too. She could sense that all the other men and women were watching him, even if they were trying hard not to let it show. Well today, they were going to have a real show she decided. She returned her attention again to the jumbo piece meat swaying and straining the old worn shorts with every flex and pump.. She could sense his pride in it, his never-ending love of his big dumb dick. The weight of it, the feel of its heavy, veined shaft in his hands. He never got over how good it felt to be such a well hung sex machine. The look on a woman’s face when he would unleash his Johnson for the first time, hands on hips with his knowing, cocky grin, or when he inevitably destroyed their vaginas mercilessly, never stopping pumping it fully into them while they screamed. God it was great to be a stud! She could also tell how much he loved to pump iron. He loved the burn in his big thick body, the flexing of his mighty muscles on display. The hot sweat in every crevice, on every part of his tight hairy body. Nothing felt better. He felt so virile, so strong and manly. He knew he was an exceptional stud, a total beefcake.

He was almost done with his reps, his lip curled in an animal snarl as he did his final few pumps. That is when she got the idea.

Pump. She smiled.

Almost imperceptibility the change began. Butch was even more into his workout than usual today. He was a flexing god! Sweat dripped off of his big buff bod. So he decided to add a few reps. Then, he noticed an odd feeling slowly building in his balls. His dick felt weird too. Almost like, what? A swelling? "Oh shit," he thought, "I’m gettin a boner!" He felt his big bone coming on, and these shorts were REAL tight. "Oh well, he thought with a grin, if I popped a chubby in the gym, who was going to give ME shit? These pin-dicks are all scared shitless and the chicks will love the show. So what the hell? Let’em see what a real stud is." He thought smugly.. But the more he pumped the fatter his cock got. His balls bulged too. He knew what a hard-on felt like, but this was different. But even if he was getting a big woody, his nuts shouldn’t be growing, should they? He decided to stop his workout and head to the locker room so he could take off his shorts and investigate, but as he tried to drop the dumbbells he found he couldn’t. He just kept pumping iron.

“What the fuck?” he thought as he realized he was locked into his workout. "That's weird..." That’s when the big stud realized something. With each rep, both of his baby makers and his big fat prick were inflating a little, like a balloon or a bike tire. He could even hear his unit inflating with each pump. “Oh shit…” Butch thought.

“Hey! What the fuck man! Somebody, hey somebody help! Butch shouted out in a gruff strained voice.

He had already been sweating buckets from his hard-core workout, but Butch’s workout was becoming a lot more hard-core than he’d expected. Butch just pumped and pumped and pumped. The stud could feel his arms burning, his big biceps straining. The front of his flimsy shorts began to bulge outwards even more obscenely than before. His already big dick stretched and expanded, filling his jockstrap to maximum capacity within several reps. His balls tightened and ached and were quickly becoming painfully heavy and large in his skintight black spandex shorts. Butch grunted and grunted as he pumped but as much as he tried he just couldn’t stop working out. Sweat dripped and pooled at his feat. The jockstrap beneath his spandex shorts was becoming downright unbearable. He groaned in pain, confused. A crowd was starting to form around the big rough stud's weight station.

The girls began laughing at what they thought was a ridiculously macho display; the big hairy stud with a huge wang totally maxing out with a ridiculous boner. But they were captivated and Butch still couldn’t stop. He looked around in a panic, grunting like an animal with each pump, sweating and red faced.

“HOLY FUCK!!!! HELP ME! ” Butch gave an impassioned plea to the crowd. Looking down, Butch saw his member was now the size of one of those big salamis from an Italian deli, three inches across at least and well over a foot in length and his balls were the size of oranges. "WHOAAAAAA!" He said not believing his eyes. He could feel his spandex shorts straining under the pressure of his swelling jock. He could hear the distinctive tearing of stitches slowly at first but getting faster. His inflating balls pushed the threadbare, over strained jockstrap to the limit. The massive bulge shook all over before the jock finally snapped, which actually helped Butch out a little. He sighed, the pressure of his fattening cock and balls was relieved as the snapping jock released his growing pecker and bull balls into the comparatively loose spandex. But Butch only had a moment of comfort. These old bike shorts aren’t going hold up for long… he realized and began to panic My pecker wont hold up too long either!!!! His big arms ached and bulged all over with veins, his face was purple and sweaty.

“SOMEBODY FUCKING HELP ME!!!!!!!” Butch was becoming delirious, but as he kept on pumping his nuts and pecker kept right on swelling. Despite the pleas the big dumb jerk was issuing, the crowd was dumbfounded. But really, what could they do? Except laugh. The front of his shorts began to tear at the seams as his manhood became too heavy and unsupportable. Many small holes became two large holes opening up on the sides of his hairy,sweaty, shaking, muscular legs.His spandex shorts were torn to shreds by his growing tool. The crowd got it’s first view of the muscleman’s once magnificent manhood. His big fat cock was now the size and shape of a thanksgiving turkey, a big one. His nads were like two hairy red coconuts. Shreds of spandex, old jockstrap and his pride littered the floor around where he continued to pump.

The guys were pointing at the cocky freak and the girls were snickering and shaking their heads. Butch’s bulge was now beyond obscene. "WWWWHHHHHOAAAAAA HOLY SHIIIIIITTTTT!!!!!!" He yelled. His junk was aching painfully as it continued to inflate. Butch was really freaking out. Trapped in his workout from hell, he screamed “I CAN”T STOP IT!! I CAN"T STOP!!!! SOMEBODY DO SOMETHING!!! MY DICK!!!!!!!!!!” He had no idea why this was happening to him and his prized pecker, he began making deep groaning sounds as he kept pumping and pumping. The crowd laughed out loud.

The creature could feel his ego being shattered as he stared helplessly at his massively deformed cock and destroyed balls. The crowd laughed and pointed as Butch could no longer support the beach-ball unit he was now carrying. The giant fell backward sitting on the weight-bench, legs spread to accommodate the insane package. Eyes screwed up, face purple, muscles screaming, Butch sat confused, humiliated, mouth beginning to foam at the corners and still pumping, his enormous schlong leaking thick cum all over.

The big muscle jock whimpered. His giant cock now looked like a large veiny pink and purple mass oozing so much thick cum from the enlarged piss hole in the end of his beach ball prick and now his big balls looked thoroughly bruised and were the size and weight of bowling balls. They hung heavily and painfully on either side of the wieghtbench. He could see where his once large and perfect mushroom cockhead was now embedded like a belly button in his forever inflating cock. Butch began sobbing, tears running down his macho face.

Butch’s arms were in so much pain, he clenched his big square jaw and steam seamed to be coming off his broad sweaty forehead. But alas, the poor cross-eyed stud pumped and pumped and pumped. The crowd was laughing out of control when she decided to make her exit. She could hear Butch crying and she could sense his destroyed ego. The big macho stud kept pumping as he sobbed and cried deliriously, his thick, sweaty, hairy thighs being spread forcibly now by the increasing mass of his nuts and leaking Johnson.

Walking out of the door, she decided to put the Goliath out of his misery. She smiled as she thought about his overblown pecker, now truly overblown. She savored knowing the special sexual torment Butch was undergoing, his manhood distorted, stretching and bulging and getting tighter and tighter and tighter as it grew like a tender fleshy balloon. Finally she thought of a pin. A sharp pin.

In the gym, Butch’s eyes suddenly bulged out of control as he realized big massive,growing cock and balls had finally reached the limit, the breaking point. He held each side of his quivering, rumbling megacock, It was like grabbing a linebacker by the shoulders. The pain was now immense, like cramming a hundred pounds of cock into a fifty pound bag. His enlarged privates shook violently. Butch screamed "OHHHHH SHIIIITTTTT!!!!" immediately aware of what was about to happen. As the creature left, she heard what sounded like explosions, three of them, “POW” “POW!” “POW!!!” , then two dumbbells dropping to the gym floor and the screams of what used to be a man.