Olive and Maxi #2
by Michele LeMuscle, roppom@planet.eon.net, with an assist by Uncle Sleezy and Ned A. Lift
Olive and the wild spinach



     Popeye slammed the door behind him as he followed Olive into the 
house. The two had just returned from a picnic with Brutus and his new 
girlfriend, Maxi. Popeye was furious and puzzled at what had happened to 
Maxi. "I don't know what happened back there, Olive, ... but I don't 
like it!!", he barked at Olive. Olive backed away slightly, clutching 
the two full bags of wild country spinach in her hands. "What's the 
difference what happened? Why don't you believe that she's a bully?", 
Olive pleaded. Popeye grabbed the bags out of her hand, not knowing 
exactly what was in them, and tossed them beside the sofa. "I don't like 
your behavior and it's time I taught you a lesson about a woman's place 
in this house!!", he said as grabbed Olive by the arms. "Let go of 
me!!", Olive shouted as tried to wriggle out of his grasp. Her knee came 
up into his groin, which loosened his grip on her arms. Olive quickly 
seized the opportunity and threw a punch to his stomach. Olive was 
skinny and nearly powerless, but in his ball-wrenching pain, Popeye 
cringed down from the punch. Olive was surprised to say the least. 
Riding high on confidence, she clenched her right fist and threw an 
upper-cut that straightened Popeye up to a standing position. Olive 
looked at her fist in amazement for a few seconds. Olive looked up just 
as he reached into his shirt. Olive gasped as he pulled out a can of 
spinach. "You're not going to use that, are you?", Olive begged. 
"Sometimes, a man's gotta do what a man's gotta do!!", he said, 
squeezing about half the can into his mouth. Olive moved toward the 
sofa, hoping to reach the wild spinach in time, but felt Popeye's arm 
grab hers after only a few steps. Popeye was all ready puffing up with 
muscles. The short sailor was slowly expanding from head to toe. His 
sleeves tore open a bit as his biceps grew to 20 inches. "Popeye, 
please!!", Olive begged. "I should of done this a long time ago.", 
Popeye replied as he dragged Olive over to the sofa and threw her across 
his knees. 
        Olive lay across his knees, squirming and pleading, but Popeye 
was stronger than her without spinach and immovable by Olive in his 
spinach induced state. Popeye's hand came slapping down hard on Olive's 
butt. Olive screamed in pain. Another hard butt slap started tears down 
her cheeks. The slaps continued, tenderizing Olive's boney butt. Olive 
cried aloud in pain. Olive momentarily opened her eyes to notice that 
one of the spinach filled bags was within her reach. She stretched out 
her arm and was able to reach a leaf sticking out of the top. She 
quickly tossed the leaf into her mouth. She felt a surge through her 
body and the butt slaps were not painful anymore. A couple more leaves 
made their way into her mouth. Her butt hardened and swelled a bit. 
Popeye's hand began to hurt. Her butt slowly filled with muscle. "What 
the ... ?", Popeye wondered as he pulled up her skirt. He was shocked to 
find hard, round gluts where there normally was a flat boney ass. Popeye 
looked at olive, who had turned her head up to face him. "Why did you 
stop, Popeye? That was starting to feel good.", Olive said to the 
bewildered sailor. She flexed her butt and her gluts instantly became 
covered in hundreds of rippled strips of muscle. Popeye's eyes glared at 
the most muscular ass he'd ever seen, then looked back at Olive. Olive 
was just swallowing a few more leaves of the potent wild spinach. She 
stood up and extended her arms out, in preparation of a bicep flex. Her 
upper body expanded with muscle, stretching her baggy wool top. Her 
biceps rose up from her unflexed arms, splitting her upper sleeves. 
Popeye was motionless in amazement. Her unflexed arms had all ready 
surpassed the 20 inch arms his regular spinach had produced on him. Her 
peaked biceps stood 6 inches high on her arm. "Now it's time for some 
real muscle, sailor boy.", she said, slowly flexing her arms up. The 
sound of ripping material filled the room as her biceps mushroomed 
upwards. Her sleeves exploded off her arms as she came into full flex. 
Her 29 inch biceps caused Popeye to sink into the sofa like a whimpering 
puppy. Olive then playfully bobbed her enlarged breasts up and down in 
turn. She arched her back and tensed up her breasts. They quickly formed 
into toaster sized pecs, a foot deep, which easily ripped open her wool 
shirt. 
        A stunned Popeye tried to slide away, but was quickly grabbed by 
the scruff. "Going somewhere?", Olive asked the trembling sailor. 
"Olive, please ...", he began to plead, but was cut short by Olive's 
knee crashing into his groin. He cringed in pain and fell back on the 
sofa. Olive sat down beside him and crossed her legs. Her crossed legs 
blew open her skirt. She pulled the dazed sailor over her knee and lay 
him across her 36 inch thigh. "Now this is something that I ... 
should've done a long time ago!!", she said as she ripped his pants done 
his ankles. Then came the stinging-hard slaps that shook the sofa. 
Popeye's cries could be heard blocks away. By the time Olive was done, 
Popeye's butt was a mixture of purple and black. He slept most of the 
next 4 days away, until his butt healed enough to even walk. 

* * * * 

Olive, who by now had a sampling of muscle-enhancing by spinach on 
several occasions, was beginning to like the feel of muscles and 
strength. Spinach gave her the muscles of an Olympian male bodybuilder, 
but would eventual wear off. She wanted some form of muscularity on a 
more permanent basis, thus she joined a neighborhood gym and began to 
workout a few times a week. The first few weeks were quite comically for 
the other patrons of the gym. The weak, tooth-pick physique of Olive 
gave something for people to laugh about while they worked out. But 
after about a month, Olive had built her physique up to that of the 
average female, which was quite an accomplishment for her. After 2 
months, the once 79 pound weakling was about 102 pounds and starting to 
show signs of some muscular development. It was around this time that 
Maxi had happened upon this very gym in search of some different 
atmosphere. 


       Maxi enrolled at the gym one particular evening and immediately 
went into the change room. She emerged in a low cut and very tight 
leotard. Her sexy, muscular physique soon caught the eyes of many of the 
male patrons. Maxi headed over to a leg press machine and many eyes 
followed her. She set the weight at 750 pounds and sat down. Her facial 
beauty was enhanced by beautifully applied make-up. She placed her feet 
on the plates and slowly pressed the weights. Her thighs swelled with 
muscles. She sensually exerted air as the males watched her muscles go 
to work. Her straightened arms held her in place and were rippling with 
muscles from the slight strain. Once she saw that a lot of the men were 
watching her, she put on a show for them. She slowly did reps on the leg 
press. Each rep was a display of erotic, muscular strength by Maxi as 
she lashed her tongue about and moaned. She banged off about 50 of the 
most erotic reps imaginable. Leaving the leg press, Maxi strode over to 
the arm curl machine. Her tight leotard crept up between her gluts. Her 
walk over to the curl machine soon had the undivided attention of most 
of the males at the gym. Maxi sat down and began doing preacher curls of 
about 100 pounds. Her biceps blew up into grapefruit-sized balls of 
muscles with every rep. Once again she moaned lashed her tongue 
erotically. Now every man in the gym watched her as she made her way to 
the cables. She set the weight at 100 pounds per side. She stood there, 
cables in hand, with every man watching. She crossed the cables in front 
of her with a loud moan. Her breasts bunched together with ripples of 
muscle. Her low cut attire did very little to conceal her ample breasts. 
Each pull of the cables hardened her chest muscles further. Each rep had 
her moaning more sensually than the last. Her moundful chest grew with 
muscle as every rep pumped her up. Her suit began to rip slightly in the 
cleavage area. Every man drew closer in anticipation of a full frontal 
ripping. There wasn't man in the whole gym who didn't have a full 
erection by this time. Just as all the men thought her suit was about to 
rip wide open, ... she stopped. Maxi had momentarily glanced up and saw, 
what she thought was Olive, leaving the gym. She quickly let the cables 
go, sending the weights crashing down ... much to the disappointment of 
every man in the gym. Maxi grabbed her gym bag and ran out of the gym. 
She looked right, then left and saw Olive about a half a block away. 
Maxi began to follow Olive, keeping her distance. 


Maxi grabbed her gym bag and ran out of the gym. She looked right, then 
left and saw Olive about a half a block away. Maxi began to follow 
Olive, keeping her distance. About 10 minutes later, Olive arrived at 
her house, with Maxi close behind. Olive went in through the front door. 
Maxi snuck around back and peeked in through the hedges. She saw Popeye 
in the back yard, chopping wood. There was a huge pile of wood to be 
chopped and it was starting to get dark out. Popeye looked up at the 
darking sky. "I think I better speed things up a bit. Maxi watched as he 
reached into shirt and pulled out a can of spinach. He stuffed a handful 
of leaves into his mouth. Seconds later his chest and arms expanded to 
double their normal size. "So that's how she did it!!", maxi gasped. She 
watched as Popeye rubbed spit into his palms and grab hold of the axe. 
Then with lightning speed, the 10 foot high pile of logs was chopped 
into firewood in about a minute. Popeye then whistled his way into the 
back door. Maxi pulled away from the hedges. "Hmmmmm ... I think I'll 
pay sailor boy a little visit tomorrow.", she said with a devilish 
smile. The next afternoon, Popeye was on the couch enjoying his daily 
newspaper, when a knock came at the door. He got up grumbling, as he 
hated disturbances at such times. Popeye opened the door to receive a 
face full of breasts. "Hello, Popeye.", came a soft sensual voice. 
Popeye pulled his face back from between the firm, cantaloupe-sized 
breasts to see who they belonged to. Popeye's grumbly face quickly 
sprouted an ear to ear smile when he saw a very sexily dressed Maxi. A 
very tight, very short, polka-dot dress with a low cut front that left 
most of her breasts exposed. In fact, her nipples were slightly visible. 
The very short dress and 4 inch high heels had her legs stiffened with 
sexy muscles. "Gosh ... hello, Maxi.", Popeye grinned. "Well. are you 
going to ask me in, or do I have stand out here all day.", maxi said, 
thrusting her cleavage into his face once more. Michele 


 loud POP!! as Popeye pulled his nose out from her cleavage. "Uh ... 
please.. come in.", Popeye stuttered. "Thank you, sailor boy.", Maxi 
replied as she stepped in, gliding her hand across his now erect organ. 
She sat on the sofa, crossed her legs and rested her palms on her knees. 
Popeye closed the door and saw Maxi sitting in an enticing manner. 
Popeye walked past her in an attempt to sit in the chair, but was 
stopped by Maxi's outstretched arm. Maxi placed one hand on his butt and 
turned him to face her. "Mmmmmm ... looks like your very glad to see 
me.", she said, glaring at his erection. Her other hand came up to 
stroke his hard organ. "Ooooo ... very, very glad to see me.", she 
moaned. Popeye was getting stiffer by the second. "Uh ... Maxi ... I ... 
don't ...", he said, trying to fight the feeling of pleasurable strokes. 
"Yes, Popeye ... what is it?", she said as she stroked more firmly. 
Popeye was lost in lust at that point. Maxi's hand slid upwards. "Hmmm 
?.... What's this?", she asked, clutching Popeye's spinach can through 
his shirt. "Huh ... uh  ...?", Popeye momentarily came down from the 
clouds. Maxi reached under his shirt and pulled out the can. "Spinach?", 
she said as she stood up. Popeye reached for the can, but Maxi gently 
pushed his hand away. "You know, ... I've read that this stuff is 
supposed to be good for you.", she said. "Be careful with that.", Popeye 
replied as he nervously tried to grab the can. Without his spinach, Maxi 
was much stronger than him and was able to hold him off with ease. "I'm 
actually a bit hungry. Do you mind?", she asked as she held the can up 
and tilted her head back. "No Maxi!!!", Popeye pleaded. Her arm muscles 
rippled as she squeezed the can open and the entire contents spilled 
into her mouth. "Oh me gosh!!!", Popeye gasped. He began to back away, 
but Maxi grabbed a hold of his shirt. Maxi's all ready muscular physique 
caused the spinach to work quickly. Popeye watched the arm that held him 
swell to double it's size. Maxi flexed her free arm into a massive bicep 
of 26 inches. "Oooo ... ya!!!", she moaned ecstatically. Her dress had 
all ready began to tear in the cleavage area. She tensed her chest and 
her firm, round breasts burst into two toaster-sized cubes of muscle, 
ripping the upper half of her dress wide open. She tore the remaining 
portion of her dress from her body, leaving her in only her panties and 
heels. "Mmmmm ... this stuff is great!!", she exclaimed. She planted her 
foot down firmly, bloating her thighs out to 35 inches and her calves 
out to 22 inches. Popeye glared at muscle-hulking Maxi like a fearful 
little puppy. 

Maxi stood before Popeye and went into a full flex.  Her bulging, 
rippling muscles expanding to the point of ridiculousness.  Her biceps 
rose way over her head and you could have easily done your laundry on 
her abs.  

Popeye stood there dumbfounded.  "Let's see what Olive finds so 
attractive about you.", she said as she lifted Popeye off the ground by 
his neck, throwing him with great force onto the couch.  "It's time to 
satisfy me sailor boy!!!", she said, "And the way I'm feeling, it's 
gonna take an awful lot to do that!!!".  Maxi, with an evil grin on her 
face, reached down and swung Popeye's legs around onto the floor, 
leaving his head facing forward on the cushion.  Maxi then turned her 
back to him and spread her ass wide.  Popeye gulped with fear as Maxi 
lowered her ass onto the stunned sailor's face. "Giddyap Cowboy", she 
squealed as she began to ride Popeye's face with enormous enthusiasm. 
She reached down and lifted his legs to use as handles as she rode 
harder and harder.  Popeye tried, in vain, to let her know that he 
couldn't breath under her rock hard, muscle bound butt.  She rode for 
nearly 15 minutes before she heard the front door open. 

"What do you think you're doing?", a thoroughly shocked Olive cried as 
she entered the room.  Maxi looked up at the skinny wench and said, 
"Well, well, well....if it isn't the little bitch from the beach!!!!  If 
you must know, I am taking a ride on your boyfriend's face....and there 
is nothing you can do about it!!!".  

Olive's face grew red with anger.  "Get your big ass off of my Popeye 
before I get mad!", she said to the bloated bully.  "Who's gonna make 
me?", Maxi threatend. 

"MMMmmppphhhh", Popeye replied. 

Olive could stand no more.  She ran at Maxi and grab two fistfulls of 
her hair.  Maxi slapped her hands away, and using both fists, punched 
Olive in the face, sending her across the room, embedding her in the 
grandfather's clock. Maxi lifted her bulky frame off of the almost 
unconscoious Popeye and walked over to the skinny Olive.  "Now it's time 
to clean YOUR clock!!!", Maxi said as she pulled the dazed woman out of 
the antique.  

Maxi then stuck Olive's head directly between her massive breasts.  
Olive just hung there, held up by the muscular mammaries.  Maxi then 
proceeded to flex her boobs over and over, smashing Olive's head between 
them.  "This is great excercise.", she said, with her hands on her hips, 
as she  smugly continued her flexing.  She then separated her boobs and 
grabbed Olive by the hair. Turning Olive upside down, holding her 
ankles, she placed her feet into Olive's armpits....and with her full 
weight....started to use Olive as a pogo stick.  Up and down she she 
jumped around the room, using Olive's head as a cushion.  "This is fun", 
the bully bleeted boisterously. 

Maxi then turned the battered Olive rightside up and planted her feet on 
the ground in front of her.  Stepping on both of Olive's huge feet, she 
began to use the smaller girl as a punching bag....showering her with 
rights and lefts as Olive bounced back and forth. 

At this point, Popeye gathered his wits about him and ran to Olive's 
defense. Maxi barely even acknowledged him, as she backhanded him across 
the room....sending him halfway through the wall. 

The angry giantess, holding up Olive by the neck, wound up to punch 
Olive. "This should finish you off good....and then I plan on using your 
boyfriend as my personal dildo....bye, bye sweetie pie!!!", she said as 
she let fly a haymaker that sent Olive flying through the front door and 
out into the trash can in front of the house.  Maxi looked over the 
large garbage bag near the couch and said, "This should get thrown out 
with the other trash!".  With that she unknowingly brought the bag full 
of wild spinach out to the trash can and smashed it onto the beaten 
Olive's head.  Maxi laughed heartily as she made her way back into the 
house. 

"And now, toy boy, it's time to satisfie MaMa!!!", Maxi growled as she 
pulled the barely conscious sailor from the wall.  "Let's see?  Where 
were we?", she said playfully, "Oh yes.  I remember....", and with that 
, she reassumed the position she was in when Olive arrived.  "This time 
there won't be any interuptions.", she said as she hopped aboard 
Popeye's terrified face. 

Outside in the trash bin, there was some slight movement.  The trash bag 
begin to move slightly, and suddenly, there were some chewing sounds.  
Then, like a volcano erupting, Olive shot straight up out the trash can 
like a rocket.  As she landed on the ground, she struck a flexing pose.  
Muscles began to burst from every part of her body.  In fact, she became 
so big that she immediately tore out of her clothing, leaving only her 
over stretched panties.  At this point, even Wonder Woman would've run 
at the sight of her. 

Maxi was riding Popeye's face with a vengeance, when suddenly she heard 
a familiar voice say, "Hey, butter muscles!!!".  Maxi looked up to see 
the new Olive flexing before her.  With a look of shock, she made the 
quick decision to lunge at Olive with all her might.  She rammed head 
first into Olive's mighty abs, only to be met with what seemed to be a 
brick wall.  Stunned and seeing stars, she straightend up holding her 
bruised head.  "So, you want to play, huh?", Olive said as she placed 
her bicep under the bully's chin.  She then flexed it hard sending Maxi 
flying up in the air, her head smashing through the ceiling.  Maxi's 
limp body hung there, arms dangling to her side. Olive then pulled her 
down and proceeded to shower her with punches that came so fast and 
furious that they seemed to blur.  When Olive stopped, Maxi was left 
with her knees buckled, cross eyed, and completely bruised.  Olive then 
grabbed the humiliated bully's nipples and lifted her up so her hair got 
caught in the ceiling fan above them.  Her hair tangled into the center 
of the fan and she began to spin.....Olive then just held out her fist 
as the fan spun the bully around and around, causing her face to 
constantly smash into Olive's iron hard fist over and over again.  After 
a while, Olive said to the spinning bitch, "I think I've had enough fun 
with you....", and with that, she wound up and punched Maxi in the 
stomach, releasing her from the fan but leaving her hair behind, still 
stuck in the rotor.  Maxi went crashing through the roof of the house 
and sailing through the air across town, where she landed in a heap, 
inside the gymnasium window.  Beaten, bruised, and bald, the bully sat 
like a crumpled mess directly under a banner that read, "DON'T BE A 
WEAKLING!  FIND THE STRENGTH WITHIN YOU!!".   

Popeye awoke with his head in his muscular girlfriend's lap.  "Hi there.  
Have a nice nap?", she said to the groggy gob.  ""Where's Maxi?", he 
asked.  "Oh she had to fly....", Olive said with a giggle as she picked 
up the sailor around the waist and began to carry him up the stairs.  
"Where're we going Olive?", asked the curious sailor.  "Let's just say 
that Maxi gave me a few ideas before she left.".  Popeye gulped at the 
thought of what was to come as the bedroom door closed behind him. 

THE END