Eric dried his hair, and wrapped the towel around his waist. All through his post coital shower, he had been thinking about Valerie. The image of her reclining nude on his bed was almost enough to stir his well worked over loins.

Valerie. At the thought of her Eric felt an inadvertant shiver run down his spine. She was a dark haired beauty, with curves that Eric thought only existed in the airbrushed reality of Maxim or Playboy. With this thought came a stab of guilt.

He tried to shove the thought of Jenny from his mind. He liked Jenny, he really did. The sparky tiny red head was everything Eric liked in a woman - smart, funny, a bundle of cheer and energy. Everything, except for her body. Eric knew Jenny thought so, too. She tried so hard to make up for it. Whether it was the attention she payed to straightening her hair each morning, the countless hours of makeup, her striving to keep Eric happy in bed.

That final thought brought him back to Valerie. Jenny tried, but the things Valerie had done with - and to - Eric where beyond compare. Where she had learned such things Eric couldn't fathom. They were beyond incredible. Where as Jenny worked for hours each morning, Valerie woke up with perfect unblemeshed skin and incredible hair. While, Jenny shaved, Naired and plucked her way to perfection, Valerie seemed to have a permanent and preternatural Brazilian wax.

Valerie was sultry, mysterious and sofisticated. For once, Eric felt he was the one who wasn't worthy of the incredible attention she paid him.

There was a knock on the bathroom door. Eric gulped, almost scared.

"Yes..." His voice actually quivered. He opened the door.

Valerie stood there in one of his button up shirts. It clung to her like the finest lingerie. Her unbelievably huge and bouyant breast (incredibly real, Eric could tell) seemed to be struggling to escape. The bottom tip of the shirt barely hung low enough to keep her "modest." Her shapely, incredibly long legs seemed to go on forever.

"Is that all I get tonight?" She asked running her finger across her gorgeous red lips.

"I... I don't think there's any more, V." Eric tried to keep his tone light.

"Hmmm..." Valerie seemd to be scanning him up and down, her electric blue eyes peering out from her black hair framed face. "I wonder if I can do anything about that?"

She walked up to Eric and wrapped her long arms around his neck, her lips brushing against the underside of his chin. When she pulled back to her full height she looked him in the eye.

"Isn't there anything I can do?"

Eric couldn't help but think of all of the things she had done. And impossibly he felt a little swell in his nether regions. Valerie sensed it. She raised a single eyebrow.

"Could I help dear?" She whispered into Eric's ear. "I would love just a little taste..."

With her free hand she had expertly let Eric's towel fall to the ground. She kissed Eric's neck, then travelled downward to his well muscled chest.

"Please Eric..."

She was kissing his stomach.

"It would mean so much to me..."

Eric couldn't believe this outrageously beautiful woman was practically begging to suck his dick. It was beyond incredible. Valeries expertise had Eric gripping the countertop so hard his knuckles were a bloodless white.

The buzzer went off.

Eric tried to ignore it, but there was something familiar and insistant in the timing. The speaker squawked to life.

"Eric!?"

Jenny. Eric felt the name cut to his heart like a knife.

"Stop, stop..." He had to push Valerie back. She had a surprising firm grip. She looked up at him annoyed. She had clearly been enjoying herself.

Eric ran to the speaker by his front door.

"Jenny?" He held down the button. As he waited for a reply, he turned to Valerie. She seemed surprisingly unruffled. "You better get dressed," he adivsed. She disappeared into the bedroom and the site of her sexy body in motion once again started Eric's heart racing.

"Eric! Thank God! Let me in please!" She was pleading. Something was wrong with her voice Eric realized - it was like she had a cold. It was deeper, more throaty than normal.

"Of course," Eric responded to his girlfriends desperation before he could think of the implications of his actions. He pressed the buzzer to unlock the front gate. Quickly Eric gathered his clothes from the four corners of the living room, where Valerie's enthusiasm had deposited them. He was just pulling on his shirt when the he heard the rapid fire knock on his door. It boomed suprisingly loud through the apartment.

"Oh my God, Eric. Let me in! Hurry!" Jenny sounded desperate.

"I'm coming!" Eric's voice had caught an edge of desperation as well, but surely not for the same reasons. He flung the door open.

The person on the other side of the door shoved Eric aside and slammed the door shut with such power that Eric was sure it would rip the hinges free. Eric looked in shock at the back of the person who had entered his apartment.

He was huge! He was bigger than any man had ever seen Eric marvelled. His muscles swelled to inhuman dimensions. Except... Eric noticed the bright shoulder length red hair.

"Jenny...?" Eric asked wonderingly, his mind spinning to reconcile what he was seeing.

She turned, her muscles writhing under her skin as she did. Now that his mind had recognized that the incredible muscle bound women in front of him was Jenny, he recognized that the tattered clothes that clung to her had once been a blouse and skirt.

"What happened?" Eric asked, his voice sounding strangely detached. "I..." His words fell flat as she finished turning.

Jenny's face was recognizable - but only her face. Even that seemed transformed - her milky skin clearer, her red lips fuller. But her body was nothing like it was. Her tattered clothes clung to her, but hardly enough to keep her decent. Instead she tried to do that with her arms, one hand tucked between her legs, while her other forearm flattened prodigious breasts against her chest. Eric didn't think the alphabet was long enough to properly describe Jenny's current cup size.

Her legs flaired from a narrow waist. It might have been thin but that waist was coated with rock hard abs. Each member of the six pack bulging with immense size.

She had grown taller, too. Not quite as tall as Eric yet, but closer, only about six or nine inches shorter rather than the eighteen or so that normally separated them .

"Am I dreaming?" Eric asked his voice still strangely emotionless.

"Are you dreaming? It's my nightmare!" Jenny gestured down at her now ludicrous body. It was a body that put Eric's hard body to shame. Her muscles looked they would have given her the inside track at Mr. Olympia. But her breasts... Eric's jaw fell open as she moved her forearm away. They sprung forward almost comically. They would have won any wet t-shirt contest in the world.

"I mean one moment. I'm sitting in the alley outside holding..." Jenny trailed off when she saw the look on Eric's face. "Eric! Try and pay attention up here please!"

Eric eyes snapped up from Jenny's prodigious chest to were her lips were pouted in frustration.

"Eric?" Jenny was suprised by what she saw in Eric's face. Not the disgust she had expected. Instead she saw admiration, shock also, of course, but awe and lust too. She felt her cheeks flush and she pushed her forearm over her breasts. The bouyant spheres threatened to spill over her now heavily muscled forearm but she kept them in check. With her free arm she took put her purse, the cube protruding out, on the coffee table.

"Jenny? Are you hurt?" Eric was apparently only slowly processing the information overload.

"No," Jenny flushed. He was so cute when he was worried about her. She couldn't resist. She crossed the few feet between them and hugged him.

It caught off Eric off guard, his arms pinned to his sides. In the past, Jenny's embrace had left her head nustled against his chest. Now her head rested over his shoulder. But the height change was the smallest diference. Her huge arms gathered him up pinning him completely so that he couldn't move. He might as well have been wrapped in steel bands. The brought him in toward her massive chest. Her now enormous breasts pancaked out as they met Eric's chest, but in the small circle of Jenny's embrace, there was no room for them to go. It wasn't Jenny's well muscled chest that gave.

Eric gasped for breath. "...please..." He was able to weeze out.

Jenny released him, and Eric fell to one knee. Jenny backed up and put a hand over her mouth.

"I'm sorry, Eric!"

Eric held up a hand without looking up. It was a gesture that meant give me a second. He sat there while he did a mental assessment of the condition of his ribs. Nothing broken - but that grip had made a lot of tackles he'd endured during football feel like love taps. How strong was Jenny?

He looked up. She looked shocked and sorry. She also looked nude and incredibly muscle bound, a ridiculous mixture of sex and strength. Eric pushed himself to his feet.

"Are you alright?" Jenny asked, not trusting herself to touch Eric again. "I'm just not used to this new strength." She experimentally flexed her bicep, just like she had seen Eric do a hundred times before. The muscle that jumped to life left them both speechless.

Jenny just stared at the huge peak she had just produced.

"Wow..." She seemed mesmerized. She turned and experimentally tried the other arm. She had shifted into an awe inspiring double bicep pose. "I didn't realize how big I was! I'm like twice as big as you."

Eric just nodded. That was most likely a generous understatement. As Jenny watched her biceps dance in response to rotating her wrist she began to feel strange. A warm and familiar glow was manifesting itself in her loins. She was getting horny. Eric was noticing it, too. He fell back into the recliner, unsure exactly what to think.

He had a stiff erection, and he couldn't argue with his anatomy. He'd never thought of muscle like this on a woman, but the figure in front of him, he couldn't deny was just about the sexiest thing he had ever seen. However, despite the fact he was grinning like an idiot doubt began to creep into his mind. Could he handle her? Eric was used to being the dominant partner, using his well honed physique to bring Jenny, and other women, to dizzing heights of pleasure. If Jenny's embrace was any indication the tables had turned. Eric started to fret about whether his spine could endure the coming ordeal.

Another thought buzzed at his mind, but it was swatted away as Jenny grabbed hold of Eric shirt. It tore to shreds.

"Whoops..." Jenny looked abashed. "I'll make it up to you." She purred her sultry demeaner returning instantly. She put a hand on Eric's chest and pushed him backward. The recliner responded and soon Eric was looking up at the ceiling. That image was slowing being overshadowed by the humongous bust that was eclipsing it.

"How...?" Eric couldn't quiet get out a full sentence. His hand moved to the underside of Jenny's now enormous breast. It catiously made contact with the taut flesh.

"Shhh.." Jenny rasped through clenched teeth, as she settled herself onto Eric. Eric wasn't prepared for the sudden weight, as her sex, pressed in against Eric's jeans. His hand retreated from her bosom.

Jenny apparently didn't want that. Her hand shot out and grabbed hold of Eric's wrist, completely immobolizing his arm.

"Ow!" Eric gasped, trying to pull his arm out of her grasp. It was useless. She didn't even seem to be straining to hold it still, but he was unable to move it.

Jenny snapped out of her haze again. "Sorry," she looked abashed again, and looked down at her hand in wonder. She hadn't even realized Eric was trying to escape...

Eric was beginning to panic, trapped under this strange new muscle goddess Jenny. He pushed both hands into her stomach to try to push her back, but her stomach felt like slick polished stone, and resisted just as much.

"Get off..." Eric gasped.

Jenny abashedly raised up on her knees and soon Eric could breathe again. "I'm sorry Eric, I just lost control there..."

"No problem, I just wasn't really prepared..." Eric trailed off, his speech once again cut off by the sight of his now muscle bound girlfriend.

"How...?" He tried again.

Jenny smacked her forehead. "I am a total ditz! I'm sorry Eric, I completely forgot about the Cube," she looked back toward the dining room table.