Something Wicked

By screamingmoist
published July 6, 2016
16459 words
Summary

Sneaking into abandoned funhouses is never a good idea.

They’d heard the legend of the funhouse. Everyone had. An old fair that went under back in the ’80s. The remains were still around for teenagers to spray paint and smoke weed in, but the funhouse was the real urban legend. It was odd to begin with. Even when open, the funhouse had been for adults only. The real reason was because of the alcohol, lewd humor, and strippers inside. It was billed as an adult attraction at the fair. Over the years, though, the legend had grown. Stories of orgies and after-hour satanic rites spread. There were ghosts. Murders were the real reason the fair and funhouse shut down. Someone’s parents knew someone’s aunt who’d taken part. It was just cliche enough to be irresistible.

The six of them had grown up with the rumors. They’d heard everything there was to hear about “the funhouse.” There was nothing exceptional about the night that they finally decided to go check it out, other than it was a clear, moonless summer night. They’d made the plans the weekend before after their softball game. They’d go out for a few drinks and head out to the fairgrounds after dark. They’d all been there many, many times over the years, but none of them had ever actually been inside. With Austin, the defacto leader of the group, about to turn 26, they felt it was time.

“You sure about this? Aren’t we officially too old for this crap? When the cops show up, what’s our excuse again?” Mark, the youngest of the group at 21, looked hesitant as he got out of the car.

“Quit being a pussy,” Bill said as he pried his hulking frame out of the backseat. Mark had practically spent the past twenty minutes in the huge man’s lap. “If you’re that scared you can wait in the car.”

“Listen to you,” Tony laughed, climbing out of the back end of the large SUV. “Just last night you were telling me about having second thoughts.” Where Bill was the biggest, Tony was the shortest. That didn’t stop him from squaring off against his larger friend.

“Hey! Fuck you, man. Are you sure you’re even going to be tall enough to get in?” Bill leaned to the side when Tony threw himself at him. They usually wound up like this.

“Are they seriously starting already?” Chris, a built, handsome blonde asked. “We haven’t even gotten out of the car.”

“Looks like it,” his friend, a tall, lean brunette said, slamming the door. “Knock it off you two.”

“Eat a dick, Justin,” Tony spat, wiping the dirt off his baggy gym shorts, the only thing he ever wore.

“You guys good?” Austin was the last to get out. Tony and Bill growled at each other a few more times but behaved themselves. “Good.” Austin looked at his friends. They couldn’t have been a more diverse group. He was the oldest at 25. He’d graduated from college with an accounting degree and had a finance job. Of the group, he was the most put together. Always well dressed, he worked out and watched what he ate obsessively, leaving him with a lean, perfectly proportioned whipcord body. The others weren’t slouches. Mark could give him a run for his money in the looks department, and Chris worked a well paying job as a graphic designer. Justin was finishing his last year in college, but with his handsome looks and swimmers build he’d go far, quickly. Bill and Tony were the runts of the litter. Tony almost literally. What the short man lacked in height he more than made up for in muscle and attitude, which is what kept him floating between jobs. Same with Bill. The giant bear of a man wasn’t a bad guy really, he just couldn’t keep his mouth shut. On the surface, you’d be hard pressed to figure out why they were even all friends. The one thing they had in common was how long they’d all known each other and their softball team. But it worked.

They made their way towards the funhouse, none of them giving voice to the growing unease they all felt. They told themselves it was all of the stories they’d heard, but there was something positively menacing about the building. The entranceway was made to look like a smiling mouth, which would have been creepy enough in its prime. Now, the decaying wood made it look like a zombie’s mouth.

“I hope you boys aren’t planning on going in there?” The group spun around in unison to see a tall, thin man standing next to a patch of trees. He had on tattered overalls, a stained plaid shirt, and dirty black boots. He was half concealed in shadow, preventing them from getting a look at his face.

“Oh, sorry, didn’t see you there,” Chris started, flashing a charming smile. “It’s our friends birthday….I don’t suppose there’s any way you could maybe just look the other way and let us check it out? We won’t mess with anything, we’ve just heard the stories.”

The stranger laughed. “I don’t think going in there is a good idea.”

“Who are you, a cop?” Tony asked, squinting at the shadows.

“Me? No, I’m just the groundskeeper here.”

“Look pal, we’re just going inside for our friends birthday. We don’t want any trouble, but you’re not stopping us,” Bill said menacingly.

Before Austin could try and smooth things over the groundskeeper raised his hands in surrender. “Easy now fella, I’m not going to stop you. I just said I didn’t think it was a good idea. But if you’re minds made up….well, there you go.” The man turned and walked back towards the trees. “Just a word of advice…if you go in, make sure you stay ALL night. That’s how it used to work. Go in at sundown, come up at sunrise. Whole world of experience in between.”

“What the hell are you…” Bill started to ask, but the man was gone. “Well that was fuckin’ weird,” he said to the group.

“We don’t have to do this,” Austin said. “I appreciate the thought, but really…”

“No way man. We’re going in. Fuck that guy,” Tony said, lighting a cigarette.

“Okay,” Austin shrugged. They walked up through the mouth and saw a series of doors like rotting teeth. They picked one in the middle and walked through.

It was pitch black, even with a flashlight. The beam illuminated only a few feet in front and nothing to the sides. It was silent. Not just quiet; there seemed to be an actual absence of sound. They barely registered each other shuffling in the dark.

“Cool, great, we can see so much,” Mark said after a few minutes of stumbling in the dark.

“Yeah, not what I expected,” Chris said with a nervous laugh.

“What about it guys? We keep going?” Justin waited for a response. “Guys?” He, Mark and Chris were alone. “Shit! How did we get separated already?”

“HEY! GUYS!” Mark bellowed.

“WHERE ARE YOU?” He heard Austin yell back from a distance. They searched back the way they came but couldn’t seem to find a door or turn off. They also never seemed to sound like they were getting any closer to each other. “JUST KEEP GOING AND WE’LL SEE IF WE MEET UP. I’VE GOT BILL AND TONY WITH ME.”

The three gave each other dubious looks, but they kept walking. They told themselves it was just disorientation from the darkness, but the hallway seemed impossibly long. They’d seen pictures of the building from the air. It was big, but not huge. Just when they were about to turn back, they found a door.

“Geeez!” Justin jumped when the lights in the building suddenly flickered to life. He was surprised that there was even still electricity, let alone functional bulbs. Not all of them worked, casting the room in a dim glow.

“Must be the old guy,” Chris said, equally startled. “Not necessarily comforting.” The room they were in was painted like a beach. There were small mouldering pits that at one point would have been filled with water for people to splash in. Now they just looked infected. The remains of a tiki bar were in one corner, but it was the wooden cut-out that drew Mark’s attention.

“C’mon, you guys’ll be the perfect couple.” Mark motioned to the cutout of the two huge, headless musclemen with a spot for people to stand behind and take a picture. The scene was a play on the old sunscreen ad, with one of the hulking men pulling down the back of the other one’s tiny posing strap.

“Fuck you.” Chris laughed, stepping up behind the drawing of one of the posing hunks. The guy’s proportions were cartoonishly exaggerated, with massive arms, impossibly wide shoulders, a tiny waist, and thick, strong legs. The tiny yellow posing strap the man was wearing was tented outwards by an equally exaggerated erection as he pulled down the strap of the man next to him. It looked like something straight out of a naughty comic from the 70s.

“That’s appropriate. I’m used to you checking out my ass anyway," Justin laughed, stepping up behind the other stud. His was just as built, the only difference being the huge bulge in his violet posing strap was still soft.

“You wish,” Chris laughed, punching his friend in the side.

Justin rolled with the punch. “Shut the fuck up and smile already.” Both men positioned their heads on top of the drawings and made the obligatory goofy face.

“Alright, got it. You guys make a cute couple.” Mark laughed as he examined the picture on his phone. “Uh, you guys can move now.” His laughter died when he saw the panicked expressions on his friends’ faces.

“I…I can’t!” Chris tried to pull his head away but it wouldn’t budge.

“Me neither! What the hell is this!?” Justin struggled just as hard next to him but was equally stuck. “Is this supposed to be funnyeaaaaghh!”

“What? What’s haaaaagggghhh!” Chris tried to look over at his friend but both men were overcome with pain.

“Jesus!” Mark darted forward to help his friends, only making it a few steps before stopping in his tracks. “Wha…what is this?” The drawings seemed to be shifting and moving, wrapping themselves around the two men behind them. Mark tried to block out the horrible sucking noises and screams of his friends that echoed through the room. He plugged his ears and closed his eyes in a panic, letting out a yell of his own to block out the sounds. “Gu…guys?” He slowly moved his hands away from his ears but only heard the sounds of heavy breathing. “Guys?” Opening one eye at a time, Mark still came close to blacking out at what he saw. Lying on the ground in front of him, his friends had become living, breathing versions of the drawings. From the neck up they hadn’t changed, but from the neck down they were nearly unrecognizable. Chris’s already muscular frame had been warped into the caricature of the body builder, while next to him Justin’s lean, wiry body had exploded to match. Not only had both of their clothes vanished, leaving them in only the posing straps, their skin even seemed shiny like in the drawing.

“Ohhhh…man…” Chris was the first to come to. “What the hell happened?” he stirred groggily, struggling to sit up. “That’s one hell of a fun…house…trick…” he trailed off. It was gradually sinking in that something was very, very wrong. “FUCK!” He looked down at his altered body in a panic. “FUCK!” He yelled again, staggering to his feet. He lumbered awkwardly on his wide new legs, unaccustomed to all the extra weight he was carrying. His inflated arms flexed while his giant new hands frantically explored his massive new body. “What the fuck happened!?” He pawed at his shiny, plastic-looking skin and the muscles underneath that were permanently inflated as if he were constantly flexing.

“I don’t know! I took the picture and then you and Justin started screaming and then next thing I know you guys are…” Mark blushed and averted his eyes, “…just like the pictures.”

“Shit!” Chris looked down to see what made Mark blushed and finally noticed the thick, rigid, foot-long cock that shot out from between his legs, just like in the drawing. Unlike the drawing, the posing strap wasn’t doing such a good job containing his new equipment when he was moving around. His balls had inflated to the size of large oranges and spilled out the sides, while the slightest motion caused his cock to slip free. “This…this can’t be real…” Chris muttered, looking down as he blushed a bright shade of red. “It couldn’t have made us…oh man, Justin!” The large man momentarily forgot his own terror at the thought of his friend. He looked over just as Justin started to come to.

“What the hell was that?” Justin shook his head and started to sit up. He could tell immediately that something was very wrong. “AAAAHHHHHH!” he screamed at the sight of his huge muscle tits where his lean chest used to be. “AAAAHHHH!” he screamed again at the sight of the huge hands and giant arms that reached up to explore his new additions.

“Take it easy man…”

“Who the fuck are you!” Justin scooted backwards, wincing as the motion caused his inflated chest to bounce. “Chris…? Is that you?” he gasped at the unmistakable sight of his friend’s head on the strange muscleman’s body. “What the fuck is going on?”

“Yeah, it’s me. We sort of…I don’t know…became the people in the drawings.” Chris blushed and turned away when he realized his rigid cock was only inches from his friend’s face.

“But…that means I’m…” Justin ran his hands over his now-washboard stomach, feeling an impossible amount of new muscle on his tiny waist. “Fuck! My dick!” His hands dropped from his stomach and grabbed at the barely concealed hose. “What the fuck?! This thing is huge!”

“I’m still bigger," Chris laughed.

“This isn’t fucking funny!” Justin blushed.

“I know, I’m sorry. I’m trying not to panic.” Chris was also trying to focus on anything other than how good his friend looked. If his cock wasn’t already rock hard, he had a feeling that the sight of Justin’s new body would’ve gotten him there. He wasn’t gay, but he suddenly couldn’t keep his eyes off the other man. “Here, give me your hand.”

“Whoa…” Justin stumbled against his friend when he was pulled to his feet. He blushed and stifled a moan at the sensation of their large bodies pressing together.

“Easy now,” Chris caught Justin in one strong arm and steadied him with another.

“At least we don’t feel like plastic,” he said, motioning to their shiny complexions. “But this feels so weird…I’m way off balance.” Justin shifted his weight but continued to lean against his friend. His bulky new hands were resting on Chris’s massive new pecs and it felt like an electric current of pure pleasure was running between them where their shiny skin made contact.

“I’m sure this thing isn’t helping.”

“Oh!” Justin gasped as Chris squeezed one of his enlarged, muscular cheeks. Justin’s solid, perky behind was a thing of the past, and from what he could tell by Chris’s pawing, there was a lot more of his new backside. “That’s a new feeling.” He squirmed against his friend, feeling Chris’s massive new cock wedge up between them while his balls pressed against his leg. “Whoa…are these…dang, those guys got huge.” Justin reached down and palmed each of the new orbs, sending a shiver through the other man. Neither of them was panicking like they should. The initial terror they felt upon waking was quickly being replaced by another sensation altogether.

“Uh, guys, maybe we should go find help?” Mark tried to interrupt. He was becoming increasingly uncomfortable with the direction things were headed in. Unlike his altered friends, he was still feeling plenty of terror. “Guys?” It was no use. Chris was massaging Justin’s huge pecs while Justin moaned loudly. Not only had the two men changed to look like the drawing, they were apparently intent on acting it out.

“Ohhh…what…what’re we doing?” Justin groaned, digging his fingers into Chris’s strong back.

“I can’t stop,” Chris whimpered. He leaned in and locked lips with the other man, Justin’s masculine stubble rubbing against his chin a stark contrast to the soft flesh he usually felt while making out with someone. Justin was pressing his crotch against Chris’s thigh more and more with each moan and the big man couldn’t take it any more.

“I don’t get it,” Justin whimpered. “I’m so fucking hot right now…why is this thing not solid like yours?” He squirmed, trying to escape the sensation of his flesh rubbing against itself while he tried to figure out where the pressure was coming from if not his mammoth hose.

“I think I know…” In one quick motion Chris had Justin’s strap on the floor and a few thick fingers worked inside between his friend’s hard globes. It was just an impulse, but he couldn’t stop.

“Gaahhh!” Justin gasped, squirming at the unfamiliar sensation of having his friend’s fingers inside him. He knew this shouldn’t be happening, that his body had been horribly altered, but all he could focus on was how good it felt. He couldn’t believe that he even had the thought, but all he wanted was Chris’s cock inside him. “Chris…c’mon man…you’ve gotta…” Justin felt a sudden emptiness when his friend pulled his hand free and guided him to the floor. Despite his own new bulk, Chris seemed absolutely massive to Justin as he positioned himself behind. For a moment Justin wondered if his body would be able to handle the heavy organ rubbing on his back, but the question was answered abruptly when Chris thrust himself inside. “Oh…oh god…” Justin groaned. The feeling was absolutely incredible. He loved the heavy weight of his friend’s altered body on top of his back, and the sensation of Chris’s meaty new balls slapping against him with each thrust. Neither one of them had ever experienced anything that even came close to feeling this good. Focused only on each other, they lost all track of time while they went at it. It could have been five minutes or five hours, the only thing that registered was each other’s writhing and grunting. Justin experienced a few surges of horror as he felt his huge new cock flop wildly, and softly, while Chris plowed into him. No amount of stroking or working it would cause it to harden in the slightest. Justin could never focus on it for long, though, before a blast of pleasure would cause him to see stars. The experience of being penetrated was entirely new. It didn’t hurt, he just didn’t know how to process it. His new body was the first to give. He practically howled when he came, digging his fingers into the ground while his soft cock started spurting globs of sticky fluid. Chris followed suit not long after, pumping out what felt like a never ending stream of cum.

“What…what did we just do?” Chris pulled himself out from Justin’s dripping hole and collapsed on the ground next to his friend. The fading lust was making room for the fear to creep back in.

“I don’t…I don’t know…” Justin panted, his giant muscle-breasts heaving while his oozing cock was draped over a meaty thigh. “We’ve gotta get outta here man.”

“Dude, where are we gonna go looking like this?” Chris stared back and forth at both of them in disbelief.

“I don’t care! Anywhere but here.” Justin sat up and looked around for his discarded underwear and saw a pale Mark still standing there. “Uh…” he blushed.

“Are you guys okay?” The stunned man stammered.

“Oh shit…sorry man…I don’t know what came over us.” It was Chris’s turn to blush as he lumbered upright. He tried to cover himself, but his giant new cock was still rock hard and refused to stay put inside the posing strap. His meaty new balls spilled out the sides with the slightest movement, leaving the large man nearly naked.

"Come on Mark, don’t stare so hard,” Justin said as he stuffed his floppy member into the strap. He was trying not to look at his friend. The sight of Mark’s tight, muscular frame was filling him with the same charge he felt from Chris. Memories of Mark’s naked body in the locker room filled his head, leaving him with a sudden craving to feel the other man’s thick cock inside him. Justin blushed at the unwanted thought but the heat between his cheeks remained.

“Sorry,” Mark blushed. He tried to focus on Justin’s unchanged face, and not the barely recognizable muscle beast he’d become. He kept telling himself that this was his friend, but from the neck down Justin was a living, breathing cartoon come to life.

“Don’t blame him, these are some fantastic tits.” Chris palmed Justin’s huge pecs, showing off his thick new arms in the process.

“Ohhh…” Justin groaned, pulling Chris’s hands away, “dude, come on….we’ve gotta figure this out.” Justin reluctantly stepped away.

Chris shook his head. “Sorry, I know, I’m just having a hard time focusing here.”

Justin didn’t want to admit that he was feeling the same fog falling over his brain. “Uh…should that still be like that?” he motioned to Chris’s still solid cock.

“I’m starting to think it’s just gonna stay that way.” Chris lifted a huge arm, the muscles tense, “I’m not flexing…my muscles are just like this. See?”

“Whoa…” Mark reached a tentative hand and felt Chris’s solid body. “Does that hurt?”

“No, I feel great actually, like I’ve constantly got that pump after a good workout.”

Justin nodded. “Same here. I’m not even sore, either.” He shifted his bulk back and forth on his widened legs. “Still kinda horny,” he said sheepishly.

“God…it’s like we never even…” Chris trailed off, blushing. He eyed Justin but was surprised when he found himself eyeing Mark just as hungrily. He felt like he could cum again at any minute.

“We should…uh…go find the others,” Mark said, uncomfortable with the look his inflated friends were giving him.

“Yeah…we should…” Justin’s voice trembled, “but how is this…I mean…what…?”

“Come on man, don’t freak out on us. Let’s just go find the others and we’ll figure this out.” Chris was trying his best to sound confident.

"Oh shit,” Justin gasped, “if this happened to us…do you think anything’s happened to them?”

Chris shrugged his huge new shoulders. “I’m still not convinced that I didn’t trip on a loose board and hit my head and none of this is real. First thing we’ve gotta do is find them, then find a way out.”


On the other side of the complex, Tony, Austin and Bill were about to experience the fun for themselves. They’d stumbled out of the hallway in to what looked like a theatre lobby. There were several posters with paintings of belly dancers and showgirls on either side of a doorway that was covered in a thick beaded curtain. From what they could see inside, the room was decorated to look like a gypsy’s tent.

“I think we know what this room was for.” Tony took one last drag on his cigarette before flicking it off into the darkness. As he entered, the beaded curtain parted noiselessly, seeming to open almost of its own volition.

“Too bad it’s empty.” Austin’s laugh was more nerves than bravado. The dim room had several rows of dust covered benches in front of a small stage. The worn, faded paintings of dancing girls on the peeling walls, along with the pole in the middle of the stage, made it clear what kind of shows went on in the room. “Well, except for the fact that the ladies who worked here probably look like my grandma now.”

“This place is kinda creepy when it’s empty like this.” Bill surveyed the dust covered seats and the scattered debris on the floor nervously. The more time they spent in the empty building the more uncomfortable he became. As far as he was concerned, the sooner they left, the better.

“Dude, it’s just an empty room in an empty building. There’s nothing to be scared of.” Tony hopped up on stage to look behind the raggedy curtain. There wasn’t much of a back stage, just a few chairs that were still covered in piles of moldy fabric and moth-eaten clothes.

“Woo! Too bad I didn’t bring any singles with me. You used to do this when you weren’t playing baseball in the off season, right?” Austin laughed.

“Singles? I’m worth 5’s or 10’s at least,” Tony shot back. “I wonder what they used to throw on stage back in the day since dollars were worth a lot more back then. What’d they do, pelt ‘em with quarters?”

“You guys ready to move on?” Bill was steadily making his way back towards the curtain. The discomfort he’d felt when he first entered the room had gotten considerably worse.

“At least this pole looks sturdy. I can’t tell you how many time’s I’ve seen girls fall off these thiiiieeeee!” Tony recoiled the instant his finger made contact with the pole. There was a loud crack and a bright flash when the lights in the room suddenly turned on. It was only after his vision started clearing that he realized he hadn’t been electrocuted. “Holy shit!” he panted, his heart racing. “What the hell was that? Uhhh…guys?” When his eyes finally adjusted to the sudden spotlights he saw his friends sitting motionless next to each other on one of the benches, their expressions glazed. “Uhh…yo! Bill! Austin! What the hell? You guys okay?” Silence was the only response. “Okay dicks, this isn’t funny.” Tony went to hop off the stage but instead found himself reaching over and grabbing the pole again. There were no loud noises or bursts of light this time, just a growing sense of terror as Tony realized his body was no longer under his control. He walked in a slow, confused circle around the pole, his baggy gym shorts swaying with the suddenly seductive motion of his hips. When he finally stopped he was in the middle of the stage with his back turned towards his friends. “Guys….what the fuck’s going on?” The growing panic in his voice was a stark contrast to the smooth motions his body was making. Tony found himself jutting his solid ass out and swaying his hips back and forth in a rhythmic motion while he slowly worked his shirt up his torso. He left the baggy tshirt bunched at his shoulders, giving his friends an unobstructed view of his strong back and the perky ass in his shorts.

“Austin! Bill! I can’t fucking stop!” Tony screamed over his shoulder but neither man budged. They just sat and watched with the same flat expressions while he wiggled on stage. Tony blushed a bright shade of red as his hands slowly stroked their way down his torso towards the bottoms of his shorts, stopping along the way to give his ass a few seductive squeezes. His hands gripped the bottom of his shorts and slowly pulled them upwards, exposing his hairy, muscular thighs inch by inch until both sides of the shorts were bunched at his waist, the white fabric of his exposed briefs standing out sharply against the dark shorts. He wagged his ass again, making a show of flexing each exposed leg as he slowly turned to face his friends. “For fucks sake will one of you help me!?” He tried to give his friends a pleading look but instead just pursed his lips and winked while drawing attention to the bulge in front of his shorts.

The helpless dancer quickly decided that having to face his friends was much worse than having his back turned. Part of him was glad that they looked so out of it. The butch little jock just hoped they wouldn’t remember any of this. He’d always been the roughest of the group, trying to make up for his short stature by being the toughest and manliest. He played any sport that he could get his hands on, and he played them rough to try and prove himself. Years of this left him with the strong, rugged body of an athlete, not the sculpted muscle of someone who spent all their time in a gym. And he didn’t just look the masculine part; he acted it too. He smoked and drank and got into fights constantly. His goateed face usually sported at least a bruise or two, none of which stopped him from hooking up with a different girl each weekend. So to be up on a stage gyrating like one of the strippers he was used to watching was beyond humiliating for the rugged stud. His fingers eventually let go of the shorts and let them fall back into place, but any relief he felt was short lived as those same fingers traveled seductively up his body, rubbing his strong pecs and tweaking his nipples. All the while his hips kept up their motion like clockwork.

“Please! Snap out of it!” Tony didn’t know if he was yelling at his friends or himself. Not that it made any difference. Without warning his hands quit running through the wiry hairs on his chest and dropped, his thumbs hooking in the waistband of his shorts. He tugged the front of the shorts down slowly, flexing his strong arms while showing off the stuffed front pouch of his briefs. He worked his hips back and forth for a few moments before letting the shorts snap back into place and turning around once more. This time he pulled the back of the shorts down, letting them stay in place under his bubbly behind. He wagged his brief-covered ass back and forth a few more times before his hands found their way to the back of the straining underwear. His heart sank as he felt the cool air on his suddenly exposed ass but all he could do was go along with the ride. He put his hands on his head, flexing his arms while he flexed each firm cheek seductively. Leaving his ass exposed, he spun around again and began pumping his hips forward, the motion causing his shorts to slide down bit by bit. Tony could feel the baggy fabric giving way, but he could also feel them pulling his briefs down as well. When the shorts finally gave up and landed in a heap at his feet his briefs had fallen far enough to leave half of his cock exposed.

Tony wanted nothing more than to reach down and cover himself up. Instead, when he reached down he gave the front of the briefs a quick tug down, giving his friends an unobstructed view of his package that he bounced back and forth a few times before letting the underwear snap back into place. Tony had spent a lot of time naked in locker rooms and he was far from shy about his body, but this was a nightmare that was steadily getting worse. With his ass still totally exposed, Tony suddenly hopped off the stage and sauntered over to his friends. He hadn’t been able to tell through the glare of the spotlights when he was on stage, but his horror grew when he reached his friends and discovered both had their cocks in hand and were stroking along with his show.

“Fuck! Guys! Snap the fuck out of it! Come on! Wake! Up!” Tony turned to Bill first, the larger of the two, and while he wanted to slap his friend awake, all he could do was watch his hands reach behind the other man’s head as he knelt on the bench and straddled the other man’s lap. Bill normally dwarfed Tony, but kneeling on the bench put them at about an even level. Tony pressed his friends face into his hairy chest and ground his package into his friend’s stomach. In place of the protests he wanted to shout, the only sound that escaped his lips were a series of groans when he felt Bill’s tongue flit against his nipple. His friends large hands were all over him, running hungrily up and down his back and roughly squeezing his ass. He tried his best to avoid Bill’s rigid tool, but he could feel the warm cock brushing against the side of his thigh. After a few mortifying minutes he finally climbed down off the larger man and turned to face his other friend. Tony winced internally at the sight of Austin steadily stroking his cock while watching him debase himself with their other friend, but that was quickly the least of his concerns. He hopped up and stood on the bench, grabbed Austin’s head, and roughly buried it against his crotch.

“Austin…I’m…I’m sorry man…” Tony wanted to cry when he felt himself start to harden against Austin’s gnawing mouth. No matter how much he fought, his cock hardened steadily until his briefs were tented out by his throbbing organ. When he reached his full length he hopped down, squatting low in front of Austin to rub the other man’s cock against his exposed cheeks. Bile rose in Tony’s throat when he felt the damp tip of the organ smear across his ass but his own cock showed none of the disgust he was feeling as it continued to throb harder and harder between his legs. Tony turned to saunter back up to the stage, but not before taking each of his friends’ cocks in hand and giving a few quick strokes. Tony felt like he was going to die inside. He’d never touched another man’s dick before, let alone two of his friends’. When he made it back on stage he reached up and let his tshirt fall back into place. Aside from the large tent in front, the baggy garment covered him up as it fell to well below his waist. Tony tried to enjoy the reprieve because he knew it wasn’t going to last. He was proven right when he reached up under the shirt and tore his briefs off. He tossed the shredded underwear to his friends while his exposed cock bounced wildly under the shirt. Tony wasn’t looking forward to what he knew was coming. He wasn’t ashamed of his endowment. His package was at least average sized and even looked a little big on his short frame, but that didn’t mean he wanted to wag his hard dick and swing his balls around in front of his friends. Unfortunately, that’s exactly what happened. Tony grabbed the collar of his shirt, and with a quick rip he tore it off, leaving himself naked with the exception of his socks and shoes.

He wasted no time going to work on himself. He stroked his cock and kneaded his balls roughly, moaning and groaning loudly. He gyrated and bucked his hips, even going so far as to lean forward against the pole and expose his hole to his friends. Despite his terror and humiliation, Tony quickly felt himself nearing climax. No matter how close he came though, Tony couldn’t cross the line. He whimpered as the pressure built and built but he couldn’t get release. Feeling compelled by a sudden instinct, he finally jumped off the stage and went back to his friends. Bill was still stroking steadily, but Tony swatted the large man’s hand away and went to work, gasping as he felt as if his own cock was being tugged while he stroked his friend. It didn’t take long before he felt the big man tense and his own cock begin to twitch wildly. “OOOOHHHHHH!” Tony screamed as Bill came, spraying a torrent of cum onto his face and into his open mouth. The disgust felt by the naked man at the sudden taste in his mouth and warm liquid on his face was overpowered by the relief he felt as he climaxed at the same time. He pumped out stream after stream of cum, but before he felt total relief it stopped, leaving his cock aching for more. He let go of Bill’s softening tool and pounced on Austin. He dropped to his knees and worked his friend’s thin rod, stroking the shaft with both rough hands. The lean man let out a scream of his own under the assault and sprayed a steady stream onto Tony’s chest. As with Bill, Tony came at the same time, pumping load after load onto the dirty floor, leaving him a panting heap on the ground when he was finally done. The last release had felt odd, and his whole body tingled from head to toe, but Tony at least felt like he was in control of himself again.

“WHAT THE FUCK?!” Bill’s startled cry broke the silence. The large man looked down at his exposed, softening cock and at his naked friend on the ground.

“Jesus Christ…” Austin gasped, also seeming to come to. Both men quickly stuffed themselves back into their pants and jumped up off the bench. “Uh…what the hell just happened?”

“Tony, dude, you alright? What the fuck did you just do?” Bill’s voice was a mix of rage, embarrassment and concern.

“What did I do?!” Tony spat, his face burning. “What did you assholes do?” He refused to look up at his friends. “I couldn’t stop myself! It was like my body was…and you guys just sat there…!” Tony’s body shook with rage. He wanted to stand up and get dressed, but he didn’t want to expose himself again.

“Whoa…easy man…it’s okay,” Austin put a hand on Tony’s shoulder but the other man jerked away. “Are you okay?”

“Am I okay?!” Tony laughed bitterly, wiping the cum from his face. “No. No, I’m not fucking okay. After what just…after we…”

“I don’t know about Austin, but I couldn’t stop it either,” Bill said, sounding defeated. “It’s like I was watching everything, and I tried to stop, but my body didn’t listen.”

“Same here. I tried so hard to…” Austin trailed off, blushing at the memory of gnawing on his friend’s underwear covered package. “Dude, this wasn’t anyone’s fault. Let’s just get you dressed and get the fuck out of here.”

“O…okay,” Tony took a deep breath, trying to sound confident. He steeled himself to face his friends and stood. “Does anyone know where my shorts are…what? What is it?” Tony froze at the shocked looks on his friends’ faces.

“Your…your face…” Austin gasped.

“What?! What about my face?!” Tony reached up and felt his face, but nothing felt any different.

“Dude…you’re wearing makeup.” Bill stammered.

“Fuck you! That’s not funny!” Tony gave Bill a rough shove, but in the process noticed something was off about his complexion. He stepped away from his friends and into the light, his heart sinking once again as he looked down at his shimmering skin. Underneath his dark, wiry hairs it looked as though his tanned body had been coated from top to bottom with glitter. There was no hiding the twinkling flakes that sparkled with the slightest movement, and even his cock and low hanging balls were sparkling. “What the fuck!” Tony tried to scrub the glitter off. “Gah!” he stopped scrubbing and stared at his hands in horror, specifically the hot pink nail polish on his fingers. “What the fuck is this?!” He turned to his friends for help and winced at the sudden flash of Bill’s camera phone. “What the fuck are you doing!”

“Look!” Bill thrust the phone out and Tony froze at the image on the screen. It looked like his face had gotten into a fight with a hooker’s makeup bag and lost. His lips were bright candy apple red, making them look full and puffy, while his cheeks were covered in rouge and his eyes were buried under thick mascara. The tips of his jet black hair had become platinum blonde, and all of these changes were accompanied by the same sparkling glitter. Tony flushed bright red at how ridiculous he looked. His hairy, rugged build had remained unchanged, making the glitter and makeup look even more noticeable and out of place. The goatee on his chin looked especially odd right under the bright red lips and pink cheeks. Tony scrubbed furiously at his face, but like the glitter, none of the pigment budged.

“Whoa…okay, take it easy buddy,” Austin grabbed Tony’s hand to stop the relentless scrubbing. “You’re gonna rub a hole in your face. Just get dressed and we’ll get out of here and get some help.” Tony sulked off to pick up his shorts in silence. He looked down at his shredded underwear and shirt, blushing at both the memories and the sudden twitching in his cock, and pulled his shorts on. “I…uhh…I don’t suppose one of you would let me borrow your shirt? I’m kinda wanting to cover up.”

“Here man, take mine.” Austin didn’t hesitate to peel his shirt off and toss it to his friend.

“Thanks man,” Tony said, struggling to get the tshirt over his broad shoulders. Austin was leaner than his stocky frame, but the tight fit was better than nothing. “Alright, now let’s get the fuck out of…out of here…”

“You okay?” Austin and Bill shared a concerned glance as Tony swayed on his feet. They both jumped forward and took a side supporting their friend.

“Yeah, I think so. I just felt kinda weird there for a second.” Tony shivered in his friends’ grip. “I think I’m good nowwwwha?!”

“What?! What’s…holy shit!” None of the men could believe their eyes as they watched Tony’s shorts and tshirt steadily dissolve into nothingness. Within a few seconds, they were back to having their naked friend in their hands. “Fuck!” Bill pulled his hands away, afraid that he would be burned by whatever dissolved the clothes.

“What the fuck’s happening!” Tony yelled in a panic, his hands grasping at his exposed skin as he suddenly found himself naked again, save for his shoes.

“This is…this is crazy.” Austin was trying hard not to panic. “Did that hurt?”

“No, it just felt a little tingly and then…drafty.” Tony was trying hard to keep his eyes from drifting to Austin’s lean, exposed torso, especially now that he was back to being naked. There was a bright strip of red underwear poking out the top of his friend’s jeans that drew his eyes like a magnet.

“It’s okay Bill, I don’t think whatever it is hurts people.” Austin motioned for Bill to stop shaking his hands. He still had a hand on Tony’s shoulder and he didn’t feel anything different. He couldn’t know that the rough skin of his calloused palm was electric to his friend.

“This is bullshit!” Tony stomped a foot in frustration but immediately regretted it as he felt his exposed package dance wildly.

“You wanna let him try yours, Bill?” Austin tugged on the large man’s tshirt.

“Uhh…no way dude, sorry,” Bill said sheepishly.

“No…it’s okay…no sense in all of us being naked.” Tony sighed. “Hey, wait a second…” he reluctantly jumped back up on the stage and went to the pile of clothes left to rot in the chair. Most of it was decayed and useless, but he managed to find a long, sheer scarf that didn’t have too many holes in it. He tied it around his waist as best he could and tried not to think about how he was going to look. It left one of his legs totally exposed, as well as most of his ass, but it was better than nothing. It wasn’t until he got back out into the light that he realized how see-through it was. After seeing the surprised looks on his friends’ faces he looked down and clearly saw his glittery package underneath the fabric. “Goddamnit,” he muttered.

“That’s a…uh…interesting look dude.” Austin couldn’t avert his eyes like he wanted. He didn’t think he was still under a spell, but Tony’s glittery body in nothing but the sheer scarf was captivating.

“At least it’s not dissolving,” Bill said, trying to be helpful.

“Yeah, great. Let’s just get the fuck out of here,” Tony hopped off the stage and stomped past his friends. “What are you guys looking at?” He could feel his friends’ eyes on him the whole way to the door.

“You didn’t notice?” Bill pulled out his phone again. “Alright man, walk by us again.” Tony stomped past his friends to the stage and back again.

“There. Now what?” The video on Bill’s screen made Tony’s stomach drop. He wasn’t stomping past his friends with his usual lumber like he thought. Now, his shoulders were drawn back and his hips swayed with each step. Tony watched himself saunter seductively back and forth in horror. “Oh my god…” he gasped, blushing.

“Umm…dude?”

“What?” Tony looked up from the small screen and saw Bill’s beet red face before he noticed what he was doing. “Gah!” Without realizing it, while watching the video Tony had drawn up against Austin, resting one hand on his friend’s toned chest while the other gripped a firm shoulder. Even after he saw what he was doing he still didn’t pull away immediately.

“Okay man, we should probably just get going.” Austin gently detached himself from a stammering Tony and the three men quickly left the room, stumbling over each other in the dark hallway.

“I can’t help it…it doesn’t even feel like I’m doing it!” Tony tried to pay attention to his walk while they made their towards what they hoped was the exit. To him, it still felt like he was walking the way he always had. The sidelong glances from his friends told him otherwise. “I’m still doing it aren’t I?”

“You could say that.”

“What? What now?” Tony felt a rush of anger at Austin’s amused expression. “Fuck!” Tony realized he was standing with his fists balled up on his hips and his elbows out at an exaggerated angle. “Goddamnit! This isn’t funny!” Neither of his friends mentioned the way his face took on an exaggerated pout the more frustrated he got.

“I know, I’m sorry,” Austin said through nervous laughter. He reached out and put a hand on Tony’s broad shoulder to try and calm him down. “I’m not laughing at you. I’m laughing ‘cause I’m freaked out. Whoa…okay…” the hand that Austin had on Tony’s shoulder turned into a hug when the pouting, rugged man suddenly wrapped his arms around his waist and buried his head against his chest. “Really man, it’ll be okay.” Austin patted Tony’s back and gave Bill a startled look. He’d forgotten how strong his friend really was until the shorter man had his beefy arms locked around him. Austin had grown up running cross country, so his build was naturally thin and lean as opposed to Tony’s athletic bulk. He’d taken up lifting over the past several years which had packed his skinny frame with lean muscle, but he knew he wasn’t as strong as Tony when it came down to it. “You ready to keep going?” The hug was officially becoming more awkward than it already was. Tony’s hands had drifted steadily lower until they were now resting at the top of Austin’s jeans, right at the point where his lower back faded into his tight little ass. “Okay Tony, really man, we gotta go. Tony?” Austin felt his friend’s hands drift lower. Then he felt a sudden rush of air on the back of his legs. “Fuck! Bill!” The large man bounded over while Austin squirmed in Tony’s grip. Bill, who was bigger than Austin and Tony put together, separated the two easily, but not before the damage had been done.

“Jesus!” Bill watched the front of Austin’s jeans fall forward when he pulled Tony away. The denim had dissolved from the back all the way to the front to where it reached the pockets and down the back to his knees. He held Tony out at arms length, hoping to keep his clothes intact.

“What the fuck did you do that for?!” Austin turned a shade of red to match his underwear when he felt his ass sticking out through several large holes in his underwear where Tony’s fingers had been.

“I didn’t mean to!” Tony finally looked like he was coming back to his senses. The look on his face was pure horror when he saw the tattered remains of Austin’s pants and underwear. “I’m so sorry Austin, I really didn’t…”

“No, I know,” Austin sighed, stepping out of the remains of his pants. He wasn’t shy about his body either, spending most of his time at home in his underwear whether people were around or not, but he felt uncomfortable when he followed Tony’s hungry gaze to the small bulge between his lean thighs. The backs of his firm, hairy cheeks were exposed, but the rest of the boxer briefs were relatively intact. “Well, this is weird,” he laughed, looking at the still fully clothed Bill while he was left with only part of his underwear and tennis shoes.

“Hey, fuck you. These clothes are staying.” Bill let go of Tony and took a few steps back.

“No one wants to see you naked anyway dude.” Tony tried to sound gruff, but the tone in his voice was more suggestive than anything. The semi-hard cock between his legs didn’t help his case any either.

“Come on. We’re still not out of here.” Austin ignored Tony’s expanding cock and walked off down the hall. He was very much aware that Tony’s eyes were traveling across his broad shoulders and down his strong back to the holes in his underwear the whole time. He tried to ignore the twitching he felt from his crotch while they walked in silence.

“Well, this room’s creepy.” Austin shivered as the three men stumbled out of the dark hallway onto a catwalk. The room around them was painted like a nursery, complete with oversized furniture. The once-bright murals of cartoon animals on the walls were moldy and water stained. Beneath them, the metal catwalk was rickety and rust covered, creaking and groaning menacingly with each step.

“Why would you even put something like this in here?” Bill paused and looked down over the edge at the large crib beneath them. “I mean, what’s so creepy about baby stuuuuUUHHH!” the catwalk railing suddenly gave way, sending the large man tumbling. The fall wasn’t far, only ten feet at the most, but he landed in a heap on the rotting mattress.

“Fuck! Bill! You okay?” Tony and Austin had already made it across, but they inched towards the edge of the doorway.

“Yeah, I’m fine. This nasty mattress broke my fall.” Bill was already back on his feet, dusting himself off. “Do you guys see a way up over there? I take back what I said about this not being cree…creepy…whoa…” the large man swayed, his legs suddenly unsteady.

“Bill? You okay dude?” Before Austin could get an answer they saw it happen. It started at Bill’s feet, his shoes and socks seemingly melting away like Tony’s clothing had, before traveling upwards. Bill’s jeans vanished inch by inch, exposing his thick, powerful legs, with his shirt following shortly after until his broad, muscular torso was totally exposed and all that remained were the large man’s straining boxer briefs.

“Get out of there!” Tony yelled, finally breaking the stunned silence.

“I…I can’t!” Bill shrieked. He fell on his back as he spoke, his legs suddenly giving out. “Guys! Help! Something’s happening! You’ve gotta get me outta here! Hurrmmpphh!” Bill’s cries for help were cut off by his thumb when he unexpectedly shoved it in his mouth. His two friends above could only look down in shock at the sight of the giant, hairy man squirming on his back and sucking away at his thumb. Bill did his best to lift his head and look down when he felt his boxer briefs begin to bunch and thicken, slowly transforming into a bulky, padded diaper. The sucking on his thumb increased pace to match his growing horror. He could feel something happening to his body as well. His skin tingled, and while he sucked helplessly on his thumb, Bill watched all the ample hair on his body disappear. Once his skin was totally smooth, his natural year-round tan began to lighten until his complexion was a pale, ruddy pink. He looked back up to where his friends were and felt his heart sink when he saw they were gone. He kicked his meaty legs wildly, finding that when he tried to move his body only responded in broad, barely controlled motions. After a few moments he was able to roll around, but when he tried to stand he couldn’t make it past his knees before landing on his padded bottom.

“Bill!” The large man could hear his friends approaching and felt a mix of relief and dread. He was relieved that they didn’t leave him, but he was humiliated at the thought of being seen like this. “Hang on dude, we’re coming! We had to go around and come back…down…” Austin burst into the room and immediately froze in his tracks. Tony slammed into him from behind, nearly knocking them over, but even he could only stand in stunned silence.

“Bill?” Tony gasped at the sight of his friend. He and Austin had left to find a way down when Bill was still a tanned, hairy bear of a man in his underwear, so they weren’t prepared to find a smooth, pale, diapered giant.

“Mmm!” Bill’s eyes went wide with relief at the sight of his friends. He tried to stand excitedly but after several failed attempts he could only sit and stare at his friends with pleading eyes.

“Shit man, hold on, we’ll get you out of there.” Austin tried to hide his concern over his friend’s stumbling and flailing. He undid the side of the crib, letting the oversized wall slide down with a loud crash. “Whoa! Hold on dude,” he rushed over and stopped Bill from tumbling over the side. “Let’s just take it easy for a second. Are you okay?” he asked gently.

“Mmmhhmm,” Bill nodded, mumbling around his thumb. He tried to scoot forward again but Austin held him back. He wanted nothing more than to get out of the crib.

“Okay, let’s get rid of this for a second,” Austin reached up and pulled Bill’s thumb from his mouth. “Now, how do you feel?”

“I…’kay…” Bill stammered slowly. The big man’s eyes went wide as he spoke. His heart started pounding and his thumb tried to go back to his mouth, but Austin held it in place. He’d tried to say ‘I think I’m okay’ but he could barely get two words out.

“You said you’re okay?” Tony came over and eyed his friend with concern. “Can you talk?”

“Try…talk…no work…” Bill clenched his fist in frustration, looking like he was about to cry.

“Just take it easy,” Austin said gently, squeezing one of Bill’s now-smooth thighs. “Can you understand what we’re asking?” Bill nodded. “So you can still think okay?” Bill nodded emphatically. “Okay…what about the rest of you? You look like you’re having a hard time moving.”

“No…stand…fall down!” Bill wanted to explain that when he tried to stand or use his fine motor skills that his body wouldn’t respond, but those few words were all he could get out. Bill looked like he was about to cry again as it was dawning on him that he’d essentially been reduced to a giant, muscular baby.

“Jesus…” Tony muttered. “What’s this place doing to us?” He stroked Bill’s side comfortingly, eliciting a loud, unexpected giggle from the man.

“Tickle!” Bill said, looking embarrassed.

“Sorry man, I should’ve thought of that. You’re skin’s not just smooth dude, it’s really soft.” Tony ran his hand along one of Bill’s smooth, solid arms. The big man tried to ignore how good it felt with Tony’s hand on his arm and Austin’s hand on his leg. He was mortified and humiliated, but something about his friends’ presence was keeping him calm. “Your hair’s changed too, man.” Bill reached up and blushed at what he felt. Instead of a wiry buzz cut, his head was mostly bald except for a thin, silky soft patch at the top of his scalp.

“You wanna try and get out of there? Let’s take this slow…” Austin and Tony positioned themselves on either side of Bill as the large man scooted forward and dangled his meaty legs over the side of the crib. He hopped off and would’ve been on the floor if not for his friends supporting him. “O…okay…” Austin groaned under Bill’s weight as he and Tony tried to keep their friend upright. The large man was trying his hardest, and after a few minutes of stumbling was finally able to stand mostly upright on his wobbly legs.

“Good!” Tony and Austin slowly backed away, ready to jump back in if they had to. Seeing him standing, the two were able to take in the full extent of the changes to their friend. He still had his solid muscles and large, bulky frame, but with his new complexion and no hair, it looked like someone had softened the edges. Instead of looking rough and rugged, he looked round and plump. What once looked like a solid muscle gut now just looked like a soft belly. “Everything okay?”

“No diaper!” Now that he was upright, Bill could tell that something else had been changed. It was hard to tell since he couldn’t remember what it felt like to wear a diaper, but something felt off between his legs. “No diaper!” He pawed frantically but couldn’t get his fingers to grasp the Velcro.

“You want us to take the diaper off? Okay, okay!” Austin stepped forward before Bill’s frantic grabbing sent him sprawling to the floor. He undid the sides and pulled the diaper free. “Now what’s the big…oh.”

“WHA…!” Bill’s thumb shot back into his mouth as he looked down and saw mostly empty space where his wide cock and large balls should have been. In their place a small, two inch nub with balls the size of grapes poked out, looking even smaller between his giant thighs. Not even the lack of hair could make it seem any larger. He reached down and easily swallowed the tiny appendage, letting out an unintentional groan. Apparently it was just as sensitive as the rest of him had become, and when he pulled his hand away it was extended to its full three inches. He looked at his friends in a panic before tumbling backwards.

“Shit!” Austin lunged forward in time to slow Bill’s fall but not stop it, and both men landed in a pile on the floor. “Okay…don’t panic” Austin said, helping Bill up into a sitting position. Before he could say anything else the big man wrapped his strong arms around him and buried his head against Austin’s bare chest. “Hey, it’s okay big guy, we’ll figure this out,” Austin said gently, rubbing Bill’s back like he had with Tony. He hoped this time that he’d retain what was left of his clothing. His large friend’s now-pale skin was an even brighter shade of embarrassed pink. This was far from normal behavior, leaving Tony and Austin to exchange a worried glance and wonder how in control of his actions their friend was.

“Look, Bill, we can’t figure this out if we don’t get outta here. We’ve gotta keep moving bud.” Tony came over and stroked Bill’s now-soft hair. “You’ve gotta keep it together for a while. Think you can do that?” Bill slowly raised his head from Austin’s chest, his eyes red and watery. He hated the way he was acting but he couldn’t help himself. His brain was still functioning like an adult, but it was becoming obvious that his mental processes hadn’t completely escaped any changes. “I know how it feels to not be in control but we’ve gotta keep…uh…big guy?”

“huh?” Bill shook his head, realizing that he’d been staring intently at Tony’s glittery cock that was at eye level. Even now when he looked at the other man’s naked body he felt a mix of lust and simple fascination with his shimmering skin. Without thinking, he reached up under the sheer fabric and wrapped a meaty hand around Tony’s equipment.

“Whoa! Maybe later buddy,” Tony said blushing and pulling away.

“Sorry!” Bill said, his face burning. He hadn’t even thought of doing that, his hand had just reached for the shiny object on it’s own. What was even more confounding to the rattled man was how much he enjoyed having Tony’s thick tool in his hand.

“It’s alright,” Tony said, blushing even harder as he was helpless to prevent his cock from hardening. He was finding himself just as fascinated by Bill’s bulky, altered body as he was with Austin’s underwear clad frame. He’d been able to barely keep himself in check, but seeing Bill like this, and then having the addled stud grab his package, pushed him over the edge. “It’s not like you guys haven’t seen enough of this already,” he tried to laugh. Bill smiled awkwardly, fighting the urge to put the glittery organ in his mouth.

“Ahem,” Austin cleared his throat loudly, “let’s just get you covered up and get the hell out of here.” Bill’s thumb was back in his mouth, the motion causing his beefy arm to flex. The contradictory look was jarring. Remove the trappings and Bill was still a wall of muscle. He still towered over the other two, and while his soft, pale skin was a new look, it wouldn’t have been a bad one in other circumstances. “You ready to keep moving?” Austin still had his arm around Bill’s wide shoulders and he rubbed his friend’s broad back encouragingly. Bill’s mouth started working his thumb harder, but Austin didn’t put together what was happening until the large man let out a soft grunt and a small stream shot out of his shrunken cock. “Oh, uh, shit, sorry man,” Austin said, pulling away with the realization that he’d just gotten his friend off.

Bill’s face was crimson. He wished he could explain what he was experiencing. His skin wasn’t just smooth, it was super sensitive. The slightest touch was almost overwhelming. Just Austin’s strong hand rubbing his back was enough to push him over that easily. He thought about what that meant. He’d always had pretty good stamina in the bedroom, but even if he could still use his diminished meat, he wouldn’t last more than a few seconds.

Austin picked up the discarded diaper and went to help his friend up, but instead of standing, Bill laid back and lifted his meaty legs into the air. The large man was mortified, having intended to stand, but again his body was on autopilot. “Heh,” Austin smiled, trying to mask his shock, “don’t be embarrassed Bill, we know this is outta your hands." He fastened the diaper in place and he and Tony helped the man to his feet. “Let’s hope we can find a way out of here before you need another one."

“Wha…?” Bill felt his stomach drop at the implication and stomped his foot in protest.

“Hey, I’m not saying you’re gonna need ‘em, but with the way everything else is going…" Austin trailed off. He and Tony helped Bill up and they stumbled on. It was slow going with the large man’s uncoordinated stumbling but they soon fell into a rhythm that at least kept them moving. Tony and Austin tried to distract their friend with conversation, but the lumbering giant kept a thumb wedged firmly in his mouth. He was trying his best. Things were made worse as the building seemed to expand around them and they somehow kept walking in circles. More than once they’d leave through one door, only to find themselves coming back into the same room from another. All they could do was hope they’d eventually run into an exit or their friends.


In another part of the impossible building, Chris, Justin and Mark were equally lost. Having just entered and exited the same room four times, the trio was relieved to walk through a door and see a long hallway instead. About halfway down, the hallway narrowed into a cylinder that was rotating slowly. The bottom of the cylinder was filled with what looked like rubber balls that perpetually bounced off each other. The gimmick must have been to make it across without falling.

Mark walked up to the edge and inspected the tunnel. It was about twenty feet across, but moving at the speed it was, it didn’t seem like it would present too much of a challenge. “Want me to go first?” His altered friends nodded giddily as he stepped down onto a platform. Not long after their transformation they’d started to take on a much less concerned attitude. By this point, they could only be described as flighty. Mark took a tentative step. “Whoa! Fuck!” He lost his footing when the cylinder began speeding up without warning. He tried his best to right himself, but the tube kept him tumbling. The dizzy man could feel himself hitting against the rubber balls on the floor as he smashed into them. The impacts didn’t hurt, but they were doing a surprising number on his clothes. His shirt was shredded off almost immediately, but fortunately they weren’t breaking his skin. “Gu…guys! Turn this thing off!”

Outside the spinning cylinder, Chris and Justin could only watch their friend tumble and fall end over end. Within minutes he was stripped bare. Through their haze they both feared the worst but from what they could see it didn’t look like he was being cut. Which did not mean, they discovered, that nothing was happening. The changes were subtle, but while they watched their friend rise and plunge amidst the rubber balls they could see definite changes occurring. Mark’s time in the gym and work as a landscaper left his stocky body absolutely ripped. Each of his bulging muscles gave him a look like he was sculpted from stone, and like a stone in a tumbler, Chris and Justin could see those rough edges starting to smooth and soften. The broad shoulders that could muscle their way through any crowd were sanded down to smooth, round ages while his thick arms lost layer after layer of definition. With the outer edges worn down, his protruding pecs were starting to flatten steadily, and his tank tread abs increasingly lost definition. His lower body wasn’t faring any better. His huge, ripped thighs lost any definition as they whittled down to round, shapeless poles. Mark’s prominent rear end looked like it was staying the same size, but instead of being two jagged cheeks of muscle, his ass smoothed into two large, round globes. He eventually managed to worm his way back to the edge and pull himself out.

“Je…Jesus Christ…” he panted in a heap on the ground.

“Mark! Holy shit man, are you okay?” Chris inched forward to the edge of the cylinder, not wanting to step inside. He didn’t know if he should say anything about what happened or let his friend discover it for himself.

“I think so…?” Mark looked up and shook his head, trying to rid himself of the dizziness. When Chris’s image stopped spinning he struggled to push himself up. Mark first thought that things felt off because of the tumbling and battering he’d just experienced, and in a way he was right. “Wha…wha…?” he stammered, looking down at the skinny arms that strained to hold up his weight. “Guys…? What…what’s going on?” He looked at his friends, the color draining from his face. With a grunt, he shoved himself up to his feet, nearly landing back in the tube when his legs went weak from shock. There was absolute silence as the naked man stared down at his altered body. The buff stud was sculpted no longer. Mark felt nauseous at the sight of his flat, shapeless chest and smooth stomach. He looked over at his once-striated shoulders, shuddering at the small, round knobs that led to equally skinny arms. The meaty thighs that used to rub together now felt miles apart, and his once-rocky calves were tiny, rounded lumps. He reached behind and felt his rounded new bubble, gasping as it felt like his hands were traveling over a perfectly smooth globe. “Can…can you…” the dazed man reached out for Chris to hold him up when the hallway started spinning. Mark gasped when he felt Chris’s meaty paw completely swallow his skinny new fingers, but that gasp turned into a scream when Mark stepped up onto level ground with the other man. “FUCK!” Mark screamed into Chris’s chest. It had been hard to tell amidst the tumbling, but Mark had lost a considerable amount of height in addition to his lost mass. Where he and Chris used to stand at the same 5’11”, Mark was now lucky if he hit an even five feet. “No…no no no no no…this can’t be happening…” the stunned man squirmed out of Chris’s grip. He turned to run but slammed into Justin.

“Whoa, whoa, easy” Justin said, his eyes going wide as the top of Mark’s head came to the ridge below his huge new chest. “Just calm down dude,” he said, holding onto his shrunken friend.

“Let me go!” Mark continued to struggle, but Justin’s meaty new arms would have been formidable even if he still had his old muscles. It also didn’t help that no matter where he turned he could feel his friend’s huge body pressing against him. “Let…let me go…” his struggles became half hearted as he began to feel something other than panic.

“Just take it easy bud. We’ll get of here and…” Justin trailed off when he felt something pressing against his leg. “Wow. Okay. At least that didn’t change any.”

“Huh?” Justin let go and Mark was able to look down and see his rigid, thick cock poking against his friend’s thigh. In his initial panic he hadn’t even noticed that his impressive endowment remained the same, looking absolutely massive on his short, lithe new body. Mark had always been the best hung of all the guys by far, with a thick, 8 inch cock and balls that were large and heavy. If it was impressive on his formerly sculpted frame, it looked impossibly large on his diminutive new body. “This can’t be happening. None of this is even remotely possible,” Mark kept saying over and over.

“Who’re you telling?” Chris couldn’t help but smile at the contrast of Mark’s diminished frame against his monster package and still deep, booming voice. He knelt in front of his friend so he wouldn’t be towering over him. “We’re all freaked out man, but if Justin and I can hold it together so can you. We’ve gotta keep going ‘til we find the others.” He gave Mark’s ass an encouraging pat, his strong hand palming one of the globes.

“Okay…okay, yeah,” Mark said, finally raising his gaze to meet his friend’s. He’d been telling himself that he was looking at the ground, not at Chris’s permanently hard rod, but the jolt he felt from the other man’s hand on his ass told him otherwise. “So did my face change much?”

“Sort of. But it’s not bad!” Chris said quickly at the look of panic on Mark’s face. He did his best to describe it. The shrunken man’s prominent cheekbones had softened while his square jaw had rounded considerably, and his protruding nose had flattened into a round little button.

“Sort of!?” Mark said, blushing. “I look totally different!”

“Yeah, but it’s not bad. You look cute,” Justin said, pinching Mark’s now-button nose. Mark blushed even harder. He was used to being handsome, and masculine, but not “cute.” “Let’s just get the hell out of here.” He turned and walked away from the mirror, his steps tentative and wobbly on his shortened legs and dainty feet. “Whoa…that’s gonna take some getting used to.” His cock had softened while Chris was describing his new face, and now the long hose and low-hanging balls dangled halfway down his thighs. The swaying was causing it to twitch and bounce.

“Tell me about it.” Chris jutted out and wagged the club between his legs.

“Oh no, you both have huge hard dicks,” Justin spat sarcastically. “At least they still work.”

“If it makes you feel better, you can have mine any time you want.” Chris was starting to revert back to his flaky attitude.

“Keep it together, guys,” Mark said sternly. “We still need to get out of here.” The cylinder had stopped spinning entirely. As much as he didn’t want to go near it, Mark held onto Chris and stuck a foot in. When they were confident that the cylinder wouldn’t start up again they hurried across and through the door at the other end.


Austin didn’t know that he was the only one left untouched, but his anxiety was high nonetheless. They’d been trudging at their glacial pace for what seemed like an eternity.

“I think Bill needs another breather,” Tony said, his deep rumble breaking the silence. He’d felt himself becoming oddly protective of the giant man. He wondered if he was developing a maternal instinct to go with his other new feminine traits.

“Okay,” Austin sighed, trying not to let his frustration show as Bill flopped to the ground.

“Sorry,” the big man said, blushing. His bulging muscles were covered in sweat from the strain of simply walking.

Austin immediately felt like a jerk. “No, no, you’re fine big guy,” he said, tousling Bill’s silky hair. “I’m going to stick my head through those doors up there and see where they go.”

“Don’t go far! The last thing we need is to get separated.” Tony plopped down next to Bill and let the big man put an arm around him.

“I’m not, I’m just taking a looooohh!” Austin slipped and fell through the door, feeling invisible hands push him forward. He heard Tony and Bill yell as the door slammed shut behind him. He squinted when lights suddenly flicked on and he found himself in a small, round room with mirrors on all sides. He turned back to where the door should have been but only found another mirror. He could still hear Tony and Bill yelling. “Guys! See if you can get the door open!” He yelled back as the walls started spinning. The rotation was slow at first, but soon he was in a disorienting blur of rapid reflections spinning around him. Each one of the funhouse mirrors cast a distorted reflection. He knew where this was headed and told himself he wouldn’t look, but even as the thought formed, the spinning stopped and he was face-to-face with a twisted reflection. He couldn’t look away. He couldn’t shut his eyes. He could only gasp when he felt his body start to change. Austin’s shoulders pushed outwards to accommodate the added mass to his back and chest as his hairy pecs inflated and rounded, while his nipples tripled in size and stuck out with large, permanently hard nubs. Traveling down, his toned stomach exploded outwards to a ridiculous degree until his profile looked like he had one of those balance balls from the gym strapped to his torso. The remains of his boxer briefs shredded off and his thin rod began to widen accordingly, thickening until it was nearly inflexible and stood out perpendicular to his body while his balls puffed to match. Mass piled upon mass on his arms and legs until the lean appendages were thick and round. Austin’s sharp, angular face lost its hard edges as his cheeks puffed and rounded while his neck was swallowed by the extra mass of his back and shoulders. He couldn’t see it, but Austin could feel his body rewiring itself so that his giant gut and huge new nipples were just as sensitive as his cock. Just the draft brushing over them was enough to send a shiver through him.

“Wha…what the hell?” he said when he could finally move, his nasally voice sounding out of place coming from his bulky new body. “N…no! No!” he couldn’t believe what he saw. Instead of the flat, lean torso he was expecting he saw his inflated new shape. His pecs and guts had expanded outwards so far they totally obscured the view of his cock and feet when he looked down. “Oh fuck…” he lumbered in a circle, coming face to face with his new reflection on all sides. He immediately noticed the added roundness to his face, but he was more concerned with his chest. It looked like someone had cut a basketball in half and attached them where his modest pecs used to be, leading up to his widened shoulders and the massive sausages that used to be his toned biceps and forearms. Though they lacked definition, Austin was grateful to find that they were at least solid muscle. He reached his stubby new fingers up and tweaked each of his nipples, groaning loudly. He knew that no shirt on earth could conceal the large, solid nubs that stood at attention, but more importantly, he also wondered if he could find a shirt to fit over his new stomach. He gave the gut a few tentative pokes, finding it to be solid like his arms instead of the flab he feared. He was also relieved to find that his sides hadn’t pushed out much, with most of the new growth being focused forward in a way that seemed to defy gravity. He turned to the side and paled at his disproportioned profile when he realized just how far out his gut extended. What was worse, the added mass gave an arch to his spine that caused his ass, which he also noticed had ballooned outwards, to stick out noticeably. The giant round globes merged with huge, tree trunk thighs that fought with each other for whatever space they could get above chubby looking, yet firm, calves and feet that were now nearly as wide as they were long. He’d tried to avoid looking at his dick, but with the help of the mirror he finally saw his altered member. His dick hadn’t grown any longer, but it was impossibly wide and his balls had doubled in size as well. His cock had become so thick that it looked like a coke can, standing straight out from his body even when soft. Austin reached down and wrapped a hand around it, but he wasn’t able to close his fist completely. He felt his cock twitch while he held it, but it took a moment before he realized the bolts of pleasure weren’t coming from the hand around his cock, but the arm that was brushing against his gut. Forcing himself not to panic, he started pushing against the mirrors until one finally gave and opened. It took a few lumbering steps before Austin’s gait settled into something resembling a pregnant waddle as he hurried out of the room. “That…that wasn’t the way out.”

“Austin?" Tony’s eyes practically bugged out of his skull. "Are you…I mean…is everything okay?”

“Does it look like it!?” Witnessing his friend’s changes had been one thing, but this was worse than Austin could have imagined. His running days were clearly over.

“F…fat?” Bill managed, his thumb dropping from his mouth.

“No, it’s all firm,” Austin said, his new round face turning bright red, “there’s just a lot of it.” And there was. His arms hung out at an angle, rubbing against his torso the entire way. When he turned his head he could feel the extra roundness of his face pressing against itself. There was no escaping it.

“Holy shit man. This is…I mean…wow.” Tony stepped forward and placed a hand on Austin’s new gut, causing his inflated friend to groan loudly. He could see his friend’s thick pole twitching. “Goddamn! Is that…?”

“Yeah,” Austin gasped, pulling Tony’s hand away, “these too.” He gestured to his huge nipples.

“Dude, that was intense.” Tony shook his head, trying to clear away the lust. “And that was just a little touch.”

“I know. It’s super sensitive. It’s even more sensitive than my cooooaaaahhh!” Austin went rigid when Tony unexpectedly went at his new gut with both hands. He was so overcome by what he was experiencing that he could only stand there and let the other man go at it.

“This is…uhh…incr…uhhhhhh….incredible,” Tony groaned. “I’m feeling this…like…you are…” he panted. He’d figured out by now that he felt whatever the other person felt, and neither he nor his friend had ever felt anything even close to the pleasure they were experiencing.

“Tony…Tony!” Austin panted, finally pushing the other man away. “You’ve gotta stop man. This hurts…I can’t…” Austin’s expression was pained. The entire time Tony was working his gut he could feel the pressure building like he had to cum, but the pressure just kept building and building while his stubby cock ran like a faucet.

“Can’t…can’t stop here,” Tony practically growled, throwing himself at Austin. He wrapped his arms around his friend as best he could, his hands forming a death grip on Austin’s meaty behind.

“UUUUUUHHHHH!” Austin grunted, both from the sensation of Tony’s body rubbing against his gut and his friend’s hands on his ass. Tony’s tongue was eagerly going over Austin’s new large nubs on his bloated pecs. They were both whimpering and oozing but neither was going over. They took a break to catch their breath and both men realized what they had to do. “No! Tony…no! Not that!” Austin’s protests were futile. His agile friend was already behind him, still rendering him immobile by the assault on his stomach. He tried to brace himself, but there was no preparing for the sudden presence of Tony’s cock inside him.

“GGGGAAAAAHHH!” Both men screamed. Neither could speak, only grunt and moan while Tony pumped away. Austin didn’t know what was more shocking, the changes to his body or the fact that he was being fucked by his friend, but both were proving to be more pleasurable than anything he’d ever experienced. It only took a few minutes before Tony’s steady pounding pushed Austin over the edge. His scream echoed around the room when he finally came, a fire hose of fluid gushing from his wide cock. Tony unleashed an equal amount inside his friend before pulling his dripping rod out and stumbling away from the other man.

“Oh shit…” Tony panted, horrified. “Austin…I’m so sorry man. I didn’t mean to…I mean I couldn’t stop from…” He looked down at his glittery body in confused horror. “When I felt what you were feeling it was like a reflex. Holy shit. I feel like I just got fucked too.”

“We have to get out of here," Austin said as he struggled to compose himself. “Soon.”

“Do you need a minute?” Tony had helped Bill up to his unsteady feet.

“No, let’s just keep going.” It was the only thing Austin could do to keep from going crazy. He and Tony helped Bill back up, who couldn’t stop staring at Austin. The now-burly man still wasn’t as tall, but Austin had become even beefier than Bill.

They took one of the other doors, expecting another series of endless hallways. What they saw instead was the entrance.

“Fuck!” Tony yelled. “This is where we came in!” The sky was just starting to light up with the hint of sunrise. It had only taken a few hours for their lives to turn upside down.

“Where…friends…” Bill mumbled as they raced for the opening.

“Goddamnit…okay,” Austin paused in the entryway. “We still need to find the guys. Tony, you take Bill and I’ll…”

“Dude, no way. You’re not going back in there. If they were in our shoes, they’d want us to go get help, not get lost all over again.”

“Which is why you two are going for help and I’m…” Austin trailed off. He’d turned back around, but the door they’d come through was gone. They all were, with the exception of one at the far end. Before Austin could say anything else, it burst open. “Jesus!” He jumped as two huge muscle men and a tiny twink of a man spilled out.

“Gah!” Chris was equally startled to see a naked Tony wearing makeup, Bill in a diaper, and a burly beast of a naked man waiting for them.

The group could only stare at each other in silence. There were a million questions they wanted to ask each other, but shock and a desire to escape won out. Without saying anything the six bolted through the entrance and into the overgrown fairgrounds. It hit them as soon as they crossed the threshold. They all collapsed, feeling like they were being turned inside out.

A solitary figure stepped out of the shadows and stood over the group. “I warned you not to go in there,” the groundskeeper said patronizingly, shaking his head. “But you all insisted.”

“What…what’s happening…” Tony spat through gritted teeth.

“The world, or more specifically your places in it, are being rewritten.” The man circled the group casually. “Don’t worry, it shouldn’t take much longer. Such a shame, though. Another hour and you’d have walked out without a scratch. That’s how it works. You stay the night, you have some fun, you leave at sun-up the same as when you went in. You try and leave early and, well, you take most of it with you.” The groundskeeper gave a loud, shrill laugh and disappeared inside the funhouse.


The intervening weeks were an adjustment for the group. Their places in the world had changed. They’d barely made it home that morning to lives they didn’t recognize. They were still friends, only now they lived together. That friendship was the only thing that remained the same. The groundskeeper had been telling the truth about taking most of the changes with them. The bulk of the physical changes stayed in place, but some of the others were more metaphorical in nature.

Chris and Justin were stuck in their ditzy, gym bunny bodies. They were practically joined at the hip, never straying far from each other and never putting much on. Chris was no longer a graphic designer and Justin was no longer in college. They “worked” at a meathead gym and sold themselves to make ends meet. They at least lost their plastic shine, but the massive muscles and huge packages stayed. Chris’s wasn’t permanently solid, though it didn’t take much more than a gentle breeze to get him there. Justin’s, on the other hand, was permanently soft. Not that he cared. Neither of them cared about much of anything anymore. They had times when they felt like they were forgetting something important. Justin in particular would sometimes have a feeling that this was all wrong, that he shouldn’t have a floppy, useless giant, but then the pleasure he got from his eager ass would push everything else away. And with his new body always on display wherever he went, there were plenty of men willing to help him stay distracted.

Mark usually made sure that Justin didn’t go without. The shrunken man loved topping the hulking stud, feeling like that was the closest he could get to his old body. Unlike the other two he remembered everything. He tried working out, but his little new body wouldn’t grow. He no longer worked as a landscaper. Even if he wanted to his tiny frame would make that difficult. Now he worked as a barback in one of the more popular gay bars. Word quickly spread about the tiny man’s impressive endowment and he soon became a hot commodity, especially among buff guys who liked to bottom. He hated admitting it, but even Mark was coming to enjoy his new perspective. The size differences, both in height and in dick sizes, was more of a turn on than he’d imagined. He loved being manhandled by someone with an adonis body like he used to have, only to later have that stud begging him for more at the end of his larger dick.

Bill had recovered slightly from the night, but the changes were significant. He still had the same soft, sensitive skin and altered features, including the tiny dick, but he’d at least recovered a portion of his coordination. Not nearly all of it, but enough so that now he was just very clumsy as opposed to totally dependent. He was still mentally coherent, and while he could understand everything perfectly clear, he still had a slight speech impediment when it came to finding and using the right words. He didn’t have a problem keeping his mouth shut now. The rest of his personality also remained altered. The former bullheaded man was now a meek teddy bear, and when his anxiety spiked, which was often since he remembered his life from before, his thumb still shot to his mouth. He didn’t need diapers, but he still didn’t wear much. With his sensitive skin he wasn’t a big fan of clothes so, not unlike a child, he spent a lot of his time running around the house with nothing on. He hated his tiny little cock, but the other guys didn’t seem to mind. Needless to say he didn’t get out much.

Tony didn’t leave the house much either. The cocky jock was still embarrassed by his exaggerated mannerisms, and while clothing no longer melted off, it didn’t need to. Tony couldn’t bring himself to put much on, and when he did, the more feminine the better. Lace, sheer, tight; these were what he looked for in clothing now. Gone were the baggy gym shorts. If he put shorts on now, they were small terry cloth ones that left his thick cock snaking off to the side. He also no longer dissolved other people’s clothes, but he still had the ability to make them disappear. Something about him caused men to want to do what he said. He could be in the same room as the straightest, most homophobic man alive and still have that man naked and hard in five minutes. Which was convenient because he still needed others to get off. No matter how hard he worked himself, he could only cum when he got someone else off. The irony wasn’t lost on him. The man that used to cycle through women without caring in the least whether or not they were satisfied now had to satisfy others first. If he wanted to get off on a blowjob, he had to give one. If he wanted to get off on fucking, he was fucked at the same time. His go-to in a pinch was always Bill. The big guy was usually primed and ready, and if he was in a hurry it never took more than a few minutes. Just wrapping his lips around the big guy could make him spray. Tony also didn’t play sports anymore. He didn’t get into fights at the bar. Now his physical activity at the bar was relegated to the stage by dancing at the same club where Mark worked. It actually became a joke for people to bring their straight male friends on amateur night because Tony would have them naked on stage in a matter of minutes, whether they’d intended to or not. He would glitter himself up and sway around the floor and men would be eating out of his hand.

The hardest hit was Austin. The young man who’d been so put together was having a hard time getting used to “burly and stout.” He couldn’t do any of the things he used to. Running, rock climbing, softball; all of them were out. All he could do now was lift and eat. For someone who used to be so meticulous about their diet, constantly shoving food into their massive new belly was a shift. And there was no hiding it. The baggiest clothing clung to him like a second skin. His gut always stood out, as did his hard new nipples, and the sensation of the shirt rubbing on his sensitive skin was too much. This left him going shirtless much of the time, with just a pair of large sweats on his lower half being tented out by his thick, soda-can cock. He’d been just as meticulous about his appearance as his diet. Tailored clothes, expensive underwear. Now he constantly felt sloppy and dirty. The stream of men coming and going didn’t help. Like Mark, he was drawn to guys that looked the way he used to, and they seemed to be drawn to them. He hated the way he squealed when they played with his gut while fucking his meaty new cheeks, or when he buried his round face in their crotch. Since his days of working in an office were over he resorted to a handful of regulars who paid him for particularly debasing acts. They were corporate men like he used to be. Fit. Handsome. Cruel. He hated himself for it, but he loved how they treated him.

On a particularly desperate night they’d driven back out to where the funhouse had been. They thought they could beg their way back into their old lives. They even brought money to try and bribe the Groundskeeper. There was nothing there when they arrived. The rusting fairgrounds were gone as though they’d never been. When they were pulling away Bill thought he saw something. A flash, like a mirage, of the funhouse and the groundskeeper watching them drive away. He tried to tell the others but couldn’t get the words fast enough. By the time he did, he couldn’t remember what was so important.

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