Part 1

It was during one of those "oh God that feels good" waves, that he noticed his hands were really starting to feel as though they were holding a beach ball. Whatever had happened to his gut, wasn't through yet. His stomach appeared to be inflating. His breathing had changed to that of someone having sex. Slow, methodical and deep. Every time he inhaled, his gut seemed to rise and be more full. However, when he exhaled, his gut didn't return to its starting position. It was slowly growing with each breath. Small ovals were forming along the front of his button down shirt from where the buttons were straining the keep the two sides of it together. Looking down his feet were completely hidden from view. His gaze turned back to the mirror along the wall. Yup his feet were still there, but at the moment, they appeared that they would stay real dry in the rain with the roof that was growing three feet above them. Other than the glorious gut attached at his torso, he didn't seem to think anything else was different about his body.

His hands continued to make circles around his gut, spending more and more time on the underside of the ball of flesh that was hovering over his penis. The weight was felt so solid he started to think he was going to have to support it with his hands. He could feel it forcing him to lean over a bit. The "western front" of his beach ball gut now extended a good foot in front of where his formally flat torso had existed. He poked one of his fingers into one of the ovals that had formed in-between the buttons. The feeling of touching the ultra tight skin that he found there was like electricity. He shuddered as he explored this new frontier.

Inside his body, Jack had the sensation of post-Thanksgiving dinner times 10. He felt preposterously full and a little groggy. He felt like a balloon being filled with warm water; stretching and growing. As terrified as he was, he didn't want the sensation to stop.

Eventually the force of his growing girth forced his shirt out of his pants. The feeling of the skin of his underbelly exposed to the air was like a hundred ants marching across the continent that was his gut. However, his shirt had been playing an important role in the support of this new ledge. Without his shirt pulled tight under that ball, his gut bounced lower, hanging in front of his belt. The underside of his gut now rubbed against the waist of his pants. The feeling was better than anything Jack had ever experienced before.

A popping noise brought Jack back briefly to some sense of reality. Two buttons on the front of his shirt had given up the battle and were fired across the room like small missiles. He turned to examine his reflection full on. A few minutes ago, he had what had looked almost like a perfectly round beach ball attached to his torso. Now the scene was different. The ball was no longer spherical, but was definitely longer vertically than horizontally. Although that appeared to be changing as well. The sides of his body appeared to be filling out to meet his gut. No longer was his stomach a seemingly aberration on an otherwise fit torso. His entire chest cavity seemed to be catching up with his gut. The strain of the horizontal growth, was just too much for his shirt. He could feel the shirt pulled preposterously tight across is back. Two more buttons flew off, leaving only one button near the top clinging to life. His shirt gave the appearance of more of a cape, than a shirt; exposing an upside-down V of tight pink skin.

But with the death of the bottom buttons, Jack was able to survey the new stretch of land before him. The first thing that struck him was his belly button. It had always been a small "inny". Now the pressure inside him had made it an "outie" the size of a quarter. The skin of his torso was tight like a "dodge ball" ball. He wondered if someone were to thump it, if it would resonate.

The knock at the door scared the shit out of Jack. It snapped him out of a fear / wonder / orgasmic haze and replaced it all with fear. Shit! He was at some party. What the fuck was happening? How the hell would he explain this. Could he get away and get home without anyone noticing? Was there a window he could get out?

The knock came again, this time more forcefully. "Jack, you OK?" Was the voice from the other side of the door. It was Tony. "Jack, you've been in there for ten minutes. You OK". He had to stall...think of something quick!!!

"Yup. Just minute please" He coughed at the sound of his voice; his voice sounded different. He tried to clear his throat. "I'm mighty fine, and I'll be out in second." Might fine??? Where did that come from? Good Lord, he sounded like he was New Orleans or something! What the hell was going on?

"You don't sound ok, Jack. I'm coming in."

Shit! Jack turned just as the door to the bathroom started to open.

Jack surveyed the room at a lightspeed trying to discern if there was any way out or, any way he could hide himself from Tony. He instantly realized that he was in deep dog shit.

Tony walked in and immediately turned and caught Jack's eye. There was Jack standing before him with what looked like an entire keg of beer sloshing around in his gut. His shirt has long since given up the fight and was hanging open, all except the top button, allowing all the world to see the wonder that was the state of Jack's torso. Jack, instinctively, had placed his hands around his gut in a preposterous attempt to hide that which a blind man could see.

"Oh shit", was all Tony could say. But it was said in stereo, for Jack said the exact same thing when he saw Tony come though the door. For the Tony that came walking in wasn't quite the same Tony that Jack had a hard on for 10 minutes ago. In fact, it was much less of a Tony. Jack couldn't quiet understand; it looked like Tony was swimming in his clothes. Everything hung loose off him, almost like a toga. Where Tony's clothes had stretched tight across his stomach before, now there seemed to be miles of loose fabric all over the place. The only thing that was holding up his pants were his suspenders. In fact, Tony looked a bit like a five year old trying on his fathers business suit.

"I had my suspicions when this started and you mysteriously vanished", said Tony. "I seemed to have lost a bit of myself, and you seem to have found it. HA! Are you ok, son"

"Yeah, I guess...I don't really know. I can't believe this," muttered Jack.

Jack continued to survey Tony. It didn't appear that all of Tony's clothes were now too big. Actually, although his pants were now preposterously too large in the waist, they were about six inches to short in the leg. A large chunk of Tony's calf was now exposed, giving the appearance of "flood pants". With that realization, Jack, looked down to his own feet. It proved to be an impossible attempt given the mass that was currently his gut. He used the mirror to assist him in surveying beyond the edge of his torso. Wow! Jack's pants, although crushing his balls at the groin, were now hanging over his shoes in about half a foot of loose fabric. Holy shit, Jack thought. Not only am I getting fat, I'm shrinking too. Is Tony getting my height?

"Well, this isn't quite what I had expected, ol'e Jack. I never thought I'd find someone who would do this, well trade, I guess is a good word. I didn't realize that for a change, you had to give up part of yourself to another. Are you sure you are ok with what is happening?" asked Tony.

"Yeah, I'm ok, I think"

"Well let me help you...you look a bit silly with that shirt just buttoned at your neck"

Tony walked over to Jack and undid the top button on the shit, and slid the shirt down Jack's back. With the shirt now off, Jack could see that the change in himself hadn't slowed any while he had been surveying Tony. Jack was in the process of growing some serious man tits. His pecks were now starting to rest gently on the top of his gut. A roll of fat seemed to run around his torso originating from his tits. Even his areolas seem to be stretching with the rest of his body. No longer quarter sized circles, they now appeared to be half-dollar sized ellipses, and in the center of them, nipples that appeared to be as big as eraser heads.

Jack's hands went down to his tits and squeezed them gently. A surge of pleasure washed though his body. Tony's right hand went up to Jacks left breast and played gently with his engorged nipple; "nice, huh," said Tony. "Oh yeah," was all that Jack could muster in the fog that he was in.

Jack and Tony now stood eye to eye and were surveying the other. Tony's beard seemed to be growing thinner and thinner. In fact, it now really looked more like that heavy five o'clock shadow that you see on models. Although far from ZZ Top, Jack's beard was filling in and looking somewhat like Al's from "Home Improvement". That is, it would have, it wasn't for the fair amount of gray that was coming in to it. Actually, that wasn't then only thing that appeared to be graying; Jack's hair around his temples was lightening before his eyes.

Seeing Jack survey his own hairline in the mirror, Tony reached up and ran his fingers through Jack's hair. Tony was shocked when he pulled his hand back with a huge clump of Jacks hair that had fallen out with the slightest touch from Tony. "Sorry dude," Tony apologized as he showed Jack the fur ball that was in his hand. Jack ran his own hands through his hair and much more of his hair fell off to his shoulders. Jack was now seriously thin on top. That was about the only thing that was seriously thin about the current state Jack was in. "Well, I guess I'll save on shampoo," Jack joked.

Jack then ran is hand across Tony's head. A full tuft of silky hair was sporting atop Tony's head and visibly growing before Jack's eyes. "I think I see where it has gotten to," Jack commented.

Jack's torso continued to grow at each breath, but that was not all. His thighs were slowly growing big as tree trunks and had begun to rub together. He had adjusted his stance to accommodate their girth when he realized that his pants were somehow miraculously still buttoned. "Oh God, I have to get these pants off now, I think I'm gonna be strangled by them".

Tony was quick to help with that request. He dropped to his knees and undid the button that had been totally obscured by Jack's mammoth gut. Once the button was off, he wiggled them off his ass and down his thighs. Jack kicked off his shoes and stepped out of his pants. He stood there surveying himself.

He was almost completely naked, except for his socks and his underwear, but from the front, with the way his gut now sagged, you couldn't see his underwear. Small dimples of fat had formed along the sides of his thighs. He reached his hand down and slowly rubbed his thigh. Subconsciously, his hands slowly traveled to his ass where he could feel it growing larger and fuller with every breath that he took. He giggled to himself as he wondered if he was going to get so fat that it would be difficult to wipe his own ass. His hands continued around to his front where he discovered that his navel had again changed configuration. No longer was it an outie, but the skin around it seemed to have stretched and pulled such that it was now quite a cave, capable of swallowing four of Jack's now sausage fingers.

Tony continued to survey Jack's ever growing landscape. He slowly rubbed his hand down one of Jack's arms. The stimulation caused Jack to stop playing with his navel and raise one arm for Tony to examine. All traces of Jack's hard biceps and triceps were gone. In their place was a large sack of fat that hung loosely from his upper arm. Even his forearm seemed to have expanded, with fat cells growing all the way down his arms, to the tips of his fingers.

A new tight sensation, a sort of tingling in his groin, immediately got Jack's attention. There seemed to be a pressure building from around his dick and balls. He wondered if his dick was getting fat. The pressure continued to build as he felt the fat in his gut start to settle south. His huge gut was no longer falling over top of his underwear, but seemed to be surging under it; almost encasing his groin in fat. It was as if, his gut could no longer hold all the fat, and that some of it was being distributed elsewhere. "What the hell is happening?!?" Jack panicked.

Tony reassured Jack. "You can't expect a man of your size to carry all that weight in your gut. You seem to be growing what some call a 'fat man's apron'. Your weight is distributing itself a bit more. You're growing into a perfectly round little butterball. You'll enjoy it. Here, feel that?"

Tony's hands moved to the mass of fat that was swelling below Jack's belt line. The sensation of Tony's hands moving across Jack's "apron" caused semi-orgasmic waives to crash across Jack. "I see what you mean. "The downside is," Tony warned, "that visually, it will appears that you have a much smaller dick than you do, with so much of its base hidden." "Its just a sacrifice I'll have to endure," said Jack.

With the fat that continued growing along Jack's sides, and the continued swelling of his breasts, Jack's arms now rested at about 30 degrees from vertical at his sides. His hands continued to make slow circles around his gut and groin area. Another new sensation was discovered by his fingertips...peach fuzz was growing across his chest and filling in to a nice thick fur from his neck down to his groin.

The swelling of his body finally became too much for his underwear, and it ripped and shredded at the growing balloon that it was trying to contain. The underwear fell away like rags to the ground. "Underwear is overrated anyway," joked Tony.

"And how you doing?" Jack inquired of Tony. With the ripping of clothes and explosion of fat that was going on around Jack, Tony had all most forgotten about what was happening to himself. He looked down at the preposterous site of his clothes hanging off him like a tent.

"Well, these seem a tad silly, don't they" Tony said, lifting the loose fabric of clothes that hung around him. Tony dropped his jacket to the floor, and tossed off his vest. He slid is suspenders off and the clown-esque pants that they were holding up fell to the floor like a curtain. Tony's boxer underwear also fell to the ground with his pants. His naked legs appeared to belong to those of a sprinter. Gone were the tree trunks that had rubbed together for decades, and in their place were to muscled thighs with pronounced calve bulges. Tony rubbed his hands along his upper thighs and felt the muscles flexing beneath his fingers. His fingers also found a rather rigid 8 inch long penis, bobbing at attention. It was hard for Tony to keep his hands off it. But he felt he had to see what was going on under his shirt. In stead of undoing each of the buttons, he just lifted the shirt up over his head and let it fall to the ground with the rest of his old clothes.

Remarkable changes had occurred in Tony's torso as well, and were continuing. Gone was the mammoth gut that Tony had carried around for a lifetime. In its place, was a good sized beer gut that appeared to be getting smaller by the second. Tony's pecks were also shrinking and tightening; growing firm and powerful. Small waves of muscle twitching were racing over Tony's torso. His gut growing smaller and smaller with each breath. The hair on his chest was also thinning at the same time; leaving behind a smooth, tan, tight skin in its absence.

Now it was time for Jack's hands to do some exploring. Before the last traces of Tony's gut vanished, Jack reached out and slowly caressed Tony's stomach. Softly, under is breath, Jack spoke to Tony's disappearing waist line and said to himself "come on over." As Jack removed his hands, Tony's stomach was completely flat...wait, no, it wasn't flat, there were six small ridges appearing across his stomach area. Tony's abdominal muscles were making a much pronounced appearance.

With each breath Tony took, his waist appeared to get a bit smaller and his upper chest a bit thicker. He pectoral muscles were growing and spreading across his shoulders and back. His lats were growing and beginning to look like those of a swimmers. Additionally, over the past 15 minutes Tony's arms had gone from dimpled sacks of fat, to relatively thin, and were now growing pronounced biceps. His guns continued to grow, and waves of muscle contractions continued to race up and down his arms until his upper arms measured about 18 inches in circumference. Tony couldn't resist the temptation any longer and he flexed his new found arms to the enjoyment of Jack.

Jack laughed. "Enjoying yourself, young man?" Tony was caught by surprise by this question. Young man? He turned to look at himself in the mirror. Standing before him and staring back was indeed a young man, of probably late 20's. He appeared to be about 6 feet tall, with short, but full brown hair. Gone was all traces of a beard; in fact, except for the top of his head, underarms, and groin, his body appeared remarkably smooth. His chest was full and strong, and his arms weren't ripped, but were naturally strong and muscled. The trend continued down to his hands that were large and calloused. A young mans working hands.

Tony's waist now appeared to be about a size 32, and his ass was tight and perky. Tony was in love with his own image.

Standing next to Tony in the mirror was a corpulent man of about 50 years old. He appeared to weight around 350 pounds and had huge tits that rested on a mammoth gut that totally buried his penis. He wore a full beard that was speckled with much gray; the beard was two inches long and covered up was what probably three chins. Then man didn't appear to have any neck to speak of and was pretty much bald except for a few wisps of somewhat greasy looking hair along the side of his head. His arms rested at his side at a pronounced angle and were grasped together across his waist. A huge, dimpled ass acted as a counter weight to the mass in the front and that was apparently critical in assisting this man in not toppling over. The man appeared to be very pleased having a grin from fat ear to fat ear.

"Just fine, thank you sir," Tony replied after a long moment of gazing. "How bout yourself?"

"Son, I'm so horney I think my balls are as blue as a Dixie sky, and I'm a bit concerned about my ability to easily do something about it", replied Jack.

"I think I can assist in that area," Tony said. And with that, Tony dropped to his knees, and buried his face into the underside of Jack's gut. Freeing Jack's penis from several layers of fat, Tony proceeded to give Jack the most amazing blow job he had ever received. While Tony was blowing Jack, he was masturbating himself. Being in such a heightened stated of arousal for a while now, it didn't take long for either Jack of Tony to simultaneously cum with a force.

"That was mighty nice of ya, Tony," thanked Jack. "But now what do we do?"

"My pleasure. I guess we put some clothes on and rejoin the party."

"Sounds like a right good plan, young man" Jack couldn't get over the sound of his own southern voice or how he kept referring to Tony as "young man."

Tony helped Jack get into his old clothes. Everything seemed to fit like a glove. Jack loved the feel of the suspenders being pulled up over his shoulders and hoisting his pants up over his waist. The feel of shirt pulled tight across his gut, and the vest and jacket adding to the sensation. He wore his pants up over his waist giving himself a more round look. He wondered if when he popped an erection if it would be visible to others or if his "apron" would allow him to walk around permanently erect and he would be the only one who knew it. Actually, the way his fat encased his groin and the way is penis was rubbing against the underside of his gut, he figured he'd have a raging hard on for the rest of his life. He marveled at the vision he saw before himself in the mirror.

"Well, I'm presentable, but what about you?" asked Jack, as he and Tony surveyed the destroyed underwear and button-less shirt that had been Jacks.

"I can make do," answered Tony. Tony proceeded to put on Jack's old pants commando style, letting his dick hang free inside. He put on the shirt and didn't tuck it in, letting it hang out and open. He chest was exposed for all to see the rock hard pecks and abs that were there. He was pleased at what he saw in the mirror.

As was Jack. He did a final smooth out of his jacket with his hands, he felt something in the right pocket. He placed his hand in, and pulled out Tony's pipe. It was still warm from when Tony had been smoking it earlier and the tobacco seemed to still be good. Jack clenched the pipe in his teeth and fished around in the other pocked for what he hoped would be a lighter.

"Try the vest pocket" instructed Tony.

Sure enough, the vest pocket contained a silver lighter. Jack shot a glance at Tony, smiled, and flicked the lighter on. He brought the flame to the top of the bowl and inhaled deeply through the pipe. The flame was drawn down to the bowl and the tobacco glowed back to life. Jack could feel the smoke coursing though his new huge beautiful body. A tingling sensation along his tongue told him that the pipe was fully lit. He returned the lighter to his vest pocket and continued to puff fully on the pipe, smoke slowly encircling his head. Yes, this was right. The image in the mirror was the right one after all there years. He sat there with a grin on his face, staring at his reflection, puffing away on the pipe.

After a moment, Tony interrupted Jack daze. "Feeling ok, buddy?"

"Great! Actually, I'm famished. Where can I get some good eats?"

Tony laughed heartily. "I think I know of a few places that will satisfy that new appetitive of yours. Come with me."

And with that, Jack followed Tony back into the party.