The cruise liner Millard Fillmore lay at pierside as military personnel milled around, preparing the U.S. Navy requisitioned vessel for its mission. The vessel was a hive of activity as provisions were loaded, equipment adjusted and quarters made ready.

"I don't get it," the quartermaster puzzled as he watched crate after crate of supplies being lowered into the hold. "They want us to use most of the staterooms as storage too. How long is this ship going to be away from port?"

"Want to hear something even weirder?" His deputy said as he hung up the telephone, "I just found out the total complement for the Fillmore. Just a skeleton crew to man it, a medical staff and, get this, only FIVE HUNDRED men for 'passengers.' That ship can carry thousands and it's only going to have a few hundred!"

The quartermaster whistled.

"Well, I've learned one thing as a navy man. When things get strange, its better not to ask too many questions."

At 01:00 hours, the USN Millard Fillmore quietly sailed out towards high seas. On board, were 500 navy men, a mix of officers and enlisted personnel. They had all come aboard exhausted by the battery of tests and procedures they had been put through on shore. Too tired to ask questions, they simply went to the staterooms that were issued to them and quickly fell asleep.

Next morning, the men assembled in the ship's dining room. All of them were prime navy specimens in peak physical condition, filling out their uniforms with their firm, muscular builds. As they stood in rows, the Captain of the USN Millard Fillmore, Edward Gorb and the chief medical officer, Doctor Alex Raund walked to the front of the room.

"Men, you were all carefully selected by the Navy for this mission," the Captain began, "while you are aboard the Fillmore, all regular protocal is suspended. Officer or Able-Seaman, rank will make no difference here. You are all comrades and nothing more. Only the officers and crew of this ship are authorised to enforce any orders. But don't worry, these orders will be kept to a minimum -- just understand that these rules have to be obeyed no matter how unusual they seem."

Captain Gorb nodded for Dr. Raund to speak.

"You men are here as a control group to test a special metabolic formula. It is designed to help men easily endure extreme conditions of combat -- hunger, cold, exhaustion and so on. At every meal you will get a dose of the formula and your reactions to it will be recorded. As a control group, you will not be required to do anything but relax and let me and my staff do our work. The regulations you will live by during the time you are aboard will reflect this."

Two crewmembers walked in and placed a huge sign on the wall.

When the men were dismissed, they looked over the sign, talking quietly to each other in disbelief:

"We lucked out!"

"What funny stuff are they gonna give us?"

"NO RANK!?! I wish my lieutenant was here!"

Each man was given a small cup of flavorless clear liquid.

The men looked at their mess trays, piled with food. Hungry, they began to eat, figuring that they could always leave the rest over. Throughout the dining room/mess hall men joked about their meal.

"Hey, I can't eat all of this!"

"I'm hungry, but not THAT hungry!"

"I'll be over the rail after this!"

After the first few forkfulls, talk ceased as the men, overcome by a powerful wave of hunger, started to cram food into their mouths. In no time at all, the trays were cleared. Men staggered out, loosening tight belts and belching as they felt their stuffed middles.

Given no duties and allowed to enjoy all the amenities of a cruise ship, the men began to relax and enjoy themselves. Sailors sat back in deck chairs, improving their tans. The pool rang with the cries of men splashing away at each other. The non-stop regimen of loafing and eating soon began to tell on their bodies as uniforms got snug.

One by one, men were called into the ship's hospital and given a thorough exam. All physical developments were noted, especially changes in weight and size. After the last man was checked out, Dr. Raund ordered the dose of formula to be doubled...

"Hey John, do you have a pair of pants I can borrow?"

"Shit, I split another seam!"

"This underwear, musta shrunk in the wash!"

"My jersey is beginning to rub my nipples raw!"

These were some of the remarks the men made as they dressed for breakfast. They cussed as they stretched out their uniforms, yet they eagerly ate meals that had been made even larger. The sailor's tapered waists filled out, lovehandles rolled over their belts, thighs strained against inner seams and pectorals pressed against shirts. Following orders, they all ignored the changes and concentrated on enjoying themselves.

All, that is, except for one certain Lieutenant Jordan Hefton. A bodybuilder before he joined the navy, Jordan carefully maintained his body. The moment a tiny pauch showed on his trained figure, Jordan began to leave his meals unfinished. Soon Dr. Raund was informed that Lt. Hefton was secretly pouring away his dose of formula.

At Jordan's next exam, the Doctor casually mentioned Jordan's loss of weight.

"I haven't been too hungry Doc."

"Well let me give you a full checkout."

Dr. Raund ushered the Lieutenant into a room that held a wide, padded examination table.

"Undress and lie down on the center of the table please."

Jordan complied with the Doctor's orders and soon he was stretching his muscular frame out on the table. Suddenly four medics grabbed his arms and legs, strapping them to the table.

"What the hell!!!" Jordan struggled in surprise.

"You have missed out on a lot of doses Lieutenant Hefton, disobeying one of the few standing orders on board this ship," Dr. Raund explained in a calm, clinical voice, "Captain Gorb thought you should simply be clapped into a brig and brought back to port for a court-martial, but I figured that we could have you make up for it instead -- perhaps outstrip the progress of the others!"

The Doctor fastened a mouthpiece to Jordan's face. Attached to it were two wide, clear tubes that led across the room to some machinery.

"One of these tubes will give you your dose of the formula, Lieutenant. It will be a much bigger dose, but it will help you get ready for the food supply that will be delivered by the other tube."

Jordan pulled frantically at his bonds, but they held tight. His eyes scanned the room for some sign of help, and fixed upon a large digital display attached to the table.

211 lbs.

It was his weight. He was on a gigantic scale.

"Bon appetite!" Dr, Raund said as he pushed a button setting off the machinery. He left Lt. Hefton alone in the room waiting for the dosage to begin. Picking up his head, Jordan could see his reflection in a large mirror at the foot of the table. He also saw the stream of fluid race up the tube heading towards his mouth...

The days passed by pleasantly on the Fillmore. Soon even the slimmest of the sailors sported a hefty beer-belly pouring out of a straining uniform.

Time does not pass by without men feeling the need for close companionship. Naturally, the sailors began to pair off, meeting quietly in each other's staterooms. A side effect of the formula seemed to increase a man's sex drive and power. The sailors not only found sex enjoyable but as flab covered their builds, they found their experience even better than before. The heavier men soon found themselves becoming "sex objects," who were openly pursued by their comrades.

The influence of the formula, combined with the sensations of sexiness caused the men to stuff themselves even more. To meet the demand, the mess was kept open on a twenty-four hour basis. Even in the small hours of the morning, men could be found busily clearing their overloaded trays.

"What a gut!"

"Thats one helluva belt-buster you have on you!"

"Man, you've ripped your fly open!"

"Let me help you fill that mouth of yours!"

Sailors were now freely expressing their admiration for each other. Throughout the ship, men could be found feeding each other, having belly-rub sessions and other, more intimate encounters. Eating contest became a brief fad, first involving shirt- button bursting, then belt snapping and so on, until some sailors were competing to rip out of their briefs.

Other men were content to grow at a slow but steady rate, leaving open or off, articles of clothing as they outgrew them. They could be seen, walking the decks with paunches and chests pouring out of their unbuttoned shirts. As the ship was cruising in a mild climate, the men felt no discomfort as they discarded their outgrown shirts, pants and eventually underwear. Many of the men were soon clad only in their caps as they walked about, their constant hard-ons stretched out underneath the fat bellies, thighs and butts that they were so proud to display. There was no exhaustion from the added bulk due to the strengthening effects of the formula. Even the biggest man among the sailors handled his size as if he hadn't gained a single ounce.

All this time, Lieutenant Hefton was strapped to the table in one of the medical rooms. He was kept neat and clean by the medics while the formula did its work. Jordan had become a mammoth-eating machine, automatically swallowing his portions of formula and food. As the weeks passed Jordan got fatter and fatter. He had watched his trim middle thicken and swell up and his tight pectorals loosen and fill out with flab. The mirror let him see his thighs and ass bloat until his belly got too big for him to look over it easily.

He was now a vast 628 pounds.

The loss of his figure no longer bothered Jordan. Instead he was consumed by an unfulfilled, rabid desire for sex. The increase that the formula had given his sex-drive was overwhelming. When Jordan had been smaller, he watched his cock and balls in the mirror, growing and throbbing with the need he could not satisfy. Even now, buried under the sag of his paunch, Jordan felt them getting bigger and harder. He could wiggle his flab and fantasize until he shot off, but it wasn't enough. He dreamed of being with men -- big, beefy men...

Late one night, a party was thrown for the last sailor to completely outgrow his uniform. As the men partied, gorging, dancing and enjoying one another, Ablle-Seamen Nick Grosse and Bruce Guddle wanted a moment of privacy. Two of the handsomest, fattest men aboard the Fillmore, they were tired of being interrupted by other eager sailors who wanted to join in their togetherness.

They passed by the ship's hospital.

"The medics won't be here, they're all asleep in their quarters."

"Great! Lets go in..."

Jordan awoke from his frustrating dreams to the sound of two amazed voices.

"WOW! He's HUGE!"

"I thought I was the fat stud!"

He saw two men come around from behind his belly. It was a fantasy come true for Jordan, not one, but TWO, count 'em, TWO ATTRACTIVE, HUGE, BEEFY MEN!!!

He tried to speak

"MMMPH-MMMMMMPHHH!!!"

Damn mouthpiece!

Gently, Nick removed freed Jordan's mouth. Swallowing hard, Jordan spoke. The first words came out in a whisper...

"What is it fatboy?" Bruce asked kindly.

Jordan swallowed again and slowly and clearly enunciated the words that he had wanted to say for a long time:

"FUCK ME -- PLEASE!!!"

The two seamen looked at the Lieutenant, admiring his attractive face, his chins smoothly leading into the drooping pecs, the mountainous belly, thick legs, plump ass, all shaved smooth by the medics, round and well defined by the musculature underneath.

Hot as they had been for each other, now Nick and Bruce could only think of having pleasure with the magnificent whale of a man lying before them.

Loosening the straps that restrained Jordan, Nick and Bruce climbed onto the table. Jordan sighed happily as he felt their arms wrapping around his gigantic gut, nuzzling and playing with it. Soon they pulled his belly up...

"WHATTA COCK!!!" the two seamen chorused.

Jordan's cock was as like a baseball bat, long, hard and firm. Its head was tremendous, all round and red. Nick and Bruce admired the erect, twitching member rooted over two massive balls.

Nick knelt down to it, while Bruce continued to knead and rub Jordan's expanse.

Nick and Bruce reached heights they had never dreamed of, in their efforts to satisfy the sex-starved man. Dawn found them all huddled together in a happy, exhausted sleep...

"What can we do now?"

Nick's eyes popped open as he heard Captain Gorb's voice.

"All the proper guidelines were followed!" Dr. Raunds answered.

"Hey guys, listen up!" Nick whispered as he nudged Jordan and Bruce awake. Blearily the saw him point to an ventilator which they had opened during the night for air. Loud and clear the voices echoed into the room.

"Guidelines. Your formula has turned five hundred perfect sailors into fat, rutting slobs! What are you going to do?"

"As captain isn't that for you to decide?"

"Cut the crap Doc! This was your show and the Navy will want to see the results. The armed forces aren't too keen on having their men waddle home."

"They know that the men would put on weight."

"The implication was that they would get a little paunchy. Dammit! The smallest sailor is nearly 400 pounds. I thought you knew what you were doing!"

"We'll just have to cut off the formula cold and starve them down to size."

"What kind of a doctor are you?!? Five hundred starving men going through withdrawal! It might kill them!"

"If you like your rank, captain, you will keep silent!"

"All right! All right!"

"Now let them continue for a while longer..."

Nick, Bruce and Jordan listened in a fascinated horror as they heard this discussion of their fate and the fate of their comrades. Finally, Bruce reached up and closed the vent.

"They're out to kill us!" Nick muttered.

With a quiet hum, the pumps to Jordan's feed mask switched on. As the formula flowed through the tubes, Jordan grabbed up the mouthpiece and placed it against his lips. Like all other men, he needed the formula now and if the supply was going to be cut off, he'd damn well better grab what he could.

Bruce pulled at a tube.

"Its MINE!" Jordan cried.

"OK, OK!" Bruce replaced it. As he watched Jordan eagerly suck in the liquid, he bagan to look thoughtful...

It was 02:00 hours when the men gathered in the main lounge. None of the crew thought the gathering unusual, as they were used to seeing the sailors gathering for mass orgies. However, once in the lounge, the sailors sat down quietly waiting for Nick and Bruce to give their urgent message.

Men gasped in disbelief at what the two sailors had told them. They could feel their stomachs rumbling in protest at the thought of losing their regular dosage and dieting. Some of the men cried for mutiny, but Nick calmed them down.

"We have a better idea, but we need all of you to cooperate..."

Smiles and laughter greeted the plan. Without any hesitation, the men unanimously agreed to help carry it out...

By day, Jordan lay strapped to the table, a placid mass of gluttony. Night after night, a group of fat sailors visited Jordan's room. After they freed him, Jordan would go to the formula pumps. By now, Jordan knew how to adjust the machinery and with the help of a hulking seabee, had altered the plumbing so that a single valve sent a rush of formula into the ship's drinking water tanks. After dosing the water, Jordan joined the men for a night of enjoyment. The sailors agreed that Jordan had become one magnificently fat king stud and there was no shortage of men who wanted to join in this 'nightly mission.'

Within a few days, the men noticed that the ship's crew was beginning to load their mess trays. Even Captain Gorb and Dr. Raund were taking longer at their meals. Winks and nudges followed the crewmen who started to show a little weight...

Captain Gorb sat on an exam table, trying to close the buttons over a pronounced potbelly.

"Why am I so hungry now Doc? I'm eating like a horse and my clothes aren't fitting right."

Dr. Raund faced the Captain, his hands resting on his own growing middle as it poked in between the buttons of his shirt.

"I think its guilt over what we have to do. The moment we reach port everything will be back to normal."

Several weeks had passed since the night of that fatal discussion between Captain Gorb and Dr. Raund. Since that time, the entire crew of the USN Millard Fillmore had been ingesting the formula in greater and greater amounts. Not one man had escaped gaining. However, no one said a thing about it. Getting back into shape meant dieting and that was the last thing that the newly addicted eaters wanted.

Growing fatter, the crewmen began to attract whistles and leers from the "passengers." Now oversexed themselves, the personnel of the Fillmore began to risk breaking the NO FRATERNIZING rule with the big, naked men around them.

RRRIIPPP!!!

The chief engineer heard his trouser's back seam give way as he sat down at his desk.

"SHIT!!!" He thought, "the last pair that fit me!"

He had worked his way through one spare uniform after another. No longer able to fit in his shirts, he left them open, showing off a healthy gut topped off by a set of plump rounded pecs. The chief engineer was becoming fatter without a doubt, but so was the rest of the engine room personnel. Split seams, swaying bellies and moons from overflowing backsides were commonplace now -- kind of sexy. But the chief engineer wanted something more to his taste -- something bigger.

"Hi."

The chief engineer looked up from his desk.

In front of him was a MAN. Curly hair framed a soft wonderful face, sagging soft pectorals begged for nipple-play, the gut hung out with the promise of pinning him down easily and out from between the great meaty thighs was a cock, peeping out from under the heft in full erection.

The chief engineer took a slow, deep breath.

"You shouldn't be here sailor."

"Call me Rick."

"I'm Cal," the chief engineer replied without thinking, "Hold on, you aren't supposed to talk to me!"

"All right."

Rick quickly leaned forward, his belly shoving aside the papers on the desktop, and held Cal's face. All Cal could see was a pair of lips approaching him. The engine room filled with whistles and cheers as the chief engineer lost himself in a long kiss.

"My quarters, NOW!" Cal said urgently, his cock throbbing against what remained of his pants.

"Sure!"

Captain Gorb tossed and turned in his bed. For the past few nights he couldn't sleep. Every time he fell in a doze he thought of the first officer, a good looking young man, and would wake up embarrased and with a throbbing hard-on.

Tonight was no exception and Captain Gorb couldn't take it any more. He sat up, feeling the paunch that rested comfortably on his thighs, and reached for the ship's phone...

"I rally have been pigging out," the Captain thought as he examined his face in a mirror. Instead of the clear cut, "disinguished," face, he had always seen reflected back, he now noticed a softness to his features and a full blown double chin. Looking at his waist he saw the fullness of his middle that had forced him to resort to observing his duties clad only in his underwear.

Upon the first knock at his door, the Captain let in his first officer. He was in uniform, or rather, crammed into his uniform. His jacket was undone, revealing a shirt that had the lower buttons undone to allow for a growing paunch. A belt, straining at the last hole, divided the roll of fat around his middle into two layers. His expanding ass and thighs pulled his trousers tight, forcing a well-endowed crotch into clear outline. Captain Gorb thought he had never seen anyone look sexier.

Closing the door to his quarters, the Captain threw himself onto the surprised, but willing, man, stripping off his tight clothes. Massaging the first officer's love handles, Captain Gorb led him into bed...

The NO FRATERNIZING rule ceased to exist as far as the crew and officers of the Fillmore were concerned. When off duty, the crew of the Fillmore indulged in all the pleasures of food and sex that were available. Aided and encouraged by the massive sailors and driven by the formula, they fattened up quickly until it was impossible to tell whether a man was a member of the crew or the control group.

The mess staff had ballooned as well. Turned on by the fatness around them and the way the men appreciated their cooking, they outdid themselves in their duties.

After Captain Gorb had let himself go with the first officer, he became a prime example of a fat, horny man of authority. His officers had kept up the outward pace with him to the point where the Captain had to limit the wheelhouse capacity to five men. Any extra personnel would prevent them from moving around easily. Working with his huge naked officers made Captain Gorb long for the moment where he could rush off with a big stud for a session of mutual stuffing.

Everybody had lost themselves over to a life of enjoyment, except for Dr. Raund. Guilt and embarrassment had made him keep closely to his quarters.

"Somehow we must have all gotten affected by the control group!" Dr. Raund thought as he looked at himself in a mirror. Like all the other men, he had rapidly filled out, watching his skinny frame bulge and sag until he too was forced to walk around nude. His cock rose in a powerful erection under his blubbery stomach, but still Dr. Raund kept to himself, remaining unsatisfied. At night, dreams of Lt. Hefton, the elephantine jordan, began to invade his sleep. Jordan had topped 700 pounds and the Doctor was lusting for every ounce...

Jordan, sound asleep after another wonderful but tiring night, woke up to feel a pair of shaking hands undoing his bonds.

"Its me, Dr. Raund -- Alex!"

Shifting into a sitting position, Jordan looked at the Doctor. He smiled with satisfaction as he saw the immense bulk of the man.

"He must be over 450," Jordan thought.

"You can go. No charges will ever be brought against you!" Dr. Raund babbled as he reached under his bellyfat to calm his throbbing cock, "but please -- I need you!"

Lt. Hefton looked at the lust crazed man in front of him.

"Why the hell should I?"

The doctor began begging and pleading. Jordan watched him, enjoying the performance, then ponderously walked over to the doctor, the feeding tubes in his hand.

"OK," Jordan said with a wide grin, "but get up onto the table..."

Son the Dr. Raund was strapped to the table, watching his belly growing in front of him, as the rush of food and formula, a larger amount than he had ever given Jordan, shot down the tubes. The numbers on the scale display were steadily increasing, but Alex no longer cared, as he felt Jordan's presence on him...

Naval personnel waited at the pier, expecting the USN Millard Fillmore's arrival. After a radio silence of months, they were eager to see the results of the experiment.

Hours, days and then weeks passed without a sign of the ship. A full-scale sea search was called, but the Fillmore could not be found...

After several years and a major lawsuit with the cruise company that had provided the ship, the Navy sealed the files, giving up on ever discovering the fate of the USN Millard Fillmore and its men. Naval funding on metabolic research was cut and the entire episode forgotten...

There is an uncharted south sea island, teeming with vegetation and small wildlife, far from shipping lanes or flight paths. Once uninhabited, the island now features a large cruise ship, grounded in a big lagoon that sports huts all around its banks. Undisturbed by the outside world, the men of the USN Millard Fillmore, live their days in pleasure, enjoring the placid weather and plentiful food of their new home.

The last drop of formula had been used up years ago, but men who have consumed entire shipload of the fluid are bound to have its effects become permanent. Still happily getting fatter, the men handle themselves with the ability of slender atheletes. They are impressive sights as they roam the island, their majestic bellies preceding them. Eating, drinking and having terrific sex, the men have no problems with poor health or weakness. An undiscovered side-effect of the formula has even prevented aging from being a problem.

Two enormous men lie on a grassy hill, shaded by palm trees. They belch softly as they look at the remnants of the long meal they had consumed. Rolling over onto his gargantuan paunch, one man offers his tremendous ass to the other, who gets up and hoists up his own huge paunch, to reveal a cock that is bigger than ever...

The happy moans of Jordan and Alex float through the air, bringing smiles to the men who hear it.

Ah, paradise!