Muscle Cream 2
A nerdy high school boy invents a marvelous cream that build muscles.
by The Power Company


"Hello?"

"Hello? Is this Edward Thomas?"

"Yea ... yes ... this is Edward. Who's this?"

"Edward, this is Miss St. Claire ... from school."

Finally, Thomas' brilliant brain started waking up, "Uh ... Miz St. Claire?"
Thomas glanced at the clock on his night stand. It was only 9:30. Was he late
for school? No this was Saturday. And it was the first Saturday of Spring
Break.

"Am I calling too early, Edward?"

"No ... no," Edward lied as he rubbed his eyes to get them to see straight, "I
was just getting up. What can I do for you, Miss St. Claire?"

"Well, Edward, I'm down at the school today and I'm afraid I have some bad
news. I was doing some work in the Chemistry lab and I noticed that your
locker seems to have been tampered with."

"What!? My locker?" Edward was fully awake now. Anything that was of any
importance to him was hidden away in that locker. "What do you mean 'tampered
with' Miss St. Claire? Is anything missing?" Edward's mind raced as he played
out possible scenarios for who would do such a thing and at the same time he
was making a mental list of items he currently had in the locker. Most
important of all, and the one that gave him the gravest of concerns, was his
zip files. He had backed up all of his computer notes and calculations on his
zip drive and stored the files in the locker. And foremost on his mind was the
work he had done on his muscle cream formula. Just the night before he had
tried to experiment with his new formula in the high school weight room only
to have his experiment hijacked by three girls. Granted they all developed
wonderfully muscular physiques, but this cream was supposed to be for his
benefit and eventual wealth. But he had to admit, the lovely Belinda was truly
unforgettable as he actually experienced her muscles growing right in front of
him.

Suddenly his sharp mind focused once more on the problem at hand, "Can you
tell if anything has been taken?"

"No, that's why I'm calling. I guessed that you would want to come down to
check things out."

"Yes, I would. I can be there within the hour. Will you still be there?"

"Yes, I've got plenty of work to get done. However, if I'm not in the science
wing, I may be walking on the treadmill. I'm trying to get in some extra
walking time during the break."

"Thank you, Miss St. Claire," Edward said as he mentally prepared a list of
things to do to be ready to go to the school, "I'll be there as soon as
possible."

Less than an hour later, Edward was pulling up to the school in his parents'
minivan. He hardly even had the van in park before he was flying out the door
and jogging toward the science building. Damn, damn, damn, he thought as he
moved as quickly as his legs could carry him, if only I had succeeded with my
experiment last night, I would be racing through these hallways faster than
any of the school's sprinters. A minute later he was at the Chemistry
classroom. He tried the door but it was locked. He feebly punched the door in
frustration and immediately regretted it as his whole hand stung.

"Ow, damn, ow damn," Edward shook his hand to ease the pain as he tried to
remember what Miss St. Claire had said. Finally he remembered that she might
be walking on a treadmill. He took off again, this time at a quick walk.

There were a couple of places on campus where she could be. There were a
couple of treadmills in the health rooms, a few in the weight room, and a
bunch in the aerobics room by the pool. He glanced through the glass
surrounding the aerobics room as he walked by, but saw no sign of anyone
inside.

Next Edward checked the health rooms, but they were locked up tight, no lights
were on. Finally he turned down the hallway for the weight room. A strange
feeling came over him, almost a felling of dread. Must just be memories of
last night, he convinced himself, trying to get away from the girls and
getting as far as this hall before he had to turn back. He opened the door and
spotted his teacher striding on a treadmill in the corner.

"Miss St. Claire!" he called out to her and waved his hand to get her
attention.

The teacher waved back and punched some buttons on the treadmill to bring it
to a stop. She got off and wrapped a towel around her neck. Then she picked up
a gym bag and headed across the weightroom toward Edward. Edward noticed that
she looked different today, but he quickly chalked it up to her wearing
sweats. He had never seen her in sweats before. Usually she dressed rather
conservatively in mid-length skirts and loose blouses with practical shoes. He
had been impressed with her serious love of science ever since her arrival two
years before. She had started out as a long term substitute, but then when the
man she was replacing never came back, she stepped into his full time
position. Edward regarded her as almost as brilliant as himself, and certainly
as dedicated. Gosh, she was even here working during spring break!

"Hey Edward," Miss St. Claire greeted him as she was halfway across the room,
"I didn't expect you so soon."

"Well yeah, you can probably guess that I'm pretty upset about someone getting
into my personal stuff. Any ideas who might have done it?"

The teacher walked past Edward and dropped her bag by the door, "Oh, I know
exactly who went through your locker. I did."

Edward could have been pushed over with a feather. To say that he was stunned
by his teachers revelation would be a gross understatement. He was shocked
into silence, his head was spinning, but his body couldn't move. Suddenly his
emotions surged to the surface like an exploding volcano.

"WHAT!! You ...!?!" Edward turned to see Miss St. Claire pull a chain out of
her bag.

She quickly wrapped it through the push bars on the exit doors and snapped a
lock through the links.

Edward was rocked again by her actions, her motives still unclear, "What are
you...?" He spun around to check the other doors. They had already been locked
in a similar fashion. He searched for windows. They were too small and high up
on the walls. The only other door lead into the coach's office which Edward
rightly guessed was locked from the inside. Suddenly he felt one small hand
grab him at the base of the neck and begin to apply incredible pressure on a
point just below his skull. In only two seconds, he could no longer feel his
body, in four seconds his brilliant brain was enveloped in darkness.

Slowly, and with a surprising amount of pain, Edward Thomas opened his eyes.
He blinked and squinted trying to adjust his eyes to the bright lights above
him. He became acutely aware that his head was throbbing with an intense
headache. He closed his eyes again, which seemed to help with the pain.

"Oh good, I see that you're awake."

Edward recognized the voice as that of his chemistry teacher and suddenly all
of the memories from the morning rushed back into his consciousness. His anger
propelled him upwards to confront her. But his body wasn't responding as it
should. It was then that he realized that his arms were bound and secured
above his head. He could feel his legs had been bound at an angle and he
concluded that he was stretched out on a weight bench. And from the chill he
felt from his chest on down ... well, this morning wasn't going very well for
Edward Thomas. In fact it was going from bad to worse. Actually it was more
like it was skipping right past 'worse' and heading toward totally fucked up!

Edward craned his neck to see where he was. He immediately regretted that
move. He saw that Miss St. Claire was nearly nude and standing at his knees
with a large jar of what looked to be hand cream. He was going to scream in
disgust but realized that his mouth was taped shut. So he more like grunted in
disgust and horror and any other emotion he could get into it. Then he stopped
and really looked at his teacher's body.

She stood only about 5' 7" or so with short blond hair cut in a practical bob,
except for one long strand on each side that hung down to her chin. She was
constantly flicking one or the other of them back. She still had on her small
black rimmed glasses like always that perched up high on her button nose. She
was wearing a very small sports bra and an equally skimpy pair loose nylon
running shorts. But her body! Edward was amazed at how muscular she was. He
had never imagined under her skirts and blouses that she looked like this. On
second thought, he remembered that he had noticed one day in class how skinny
her legs were. He had even heard other students laughing about how frail she
was. His eyes widened in anger as he looked at the jar of cream and began to
piece together what was going on.

"Oh, I bet you've already figured out what's going on haven't you?" The buff
science teacher talked casually to her bound pupil as she scooped out a
generous amount of cream and began to apply it to her upper body. Edward
watched in amazement as she smoothed the cream over her bulging biceps. "But
you're probably asking yourself 'how' and 'why', aren't you? Well it all began
last night. I had come back to the school after dinner to work in my room. Can
you imagine my surprise when I turned the corner and saw you sneaking away
from the science rooms?"

"By the way," she paused from her exposition, "the Mission Impossible theme?
Do you always need a soundtrack as you're sneaking around? Anyway, out of
curiosity I followed you from a distance. When the girls showed up, they
nearly saw me. But I ducked into the coach's office over there and kept the
blinds tightly drawn."

The young woman stepped up to a weight bench that had a fully loaded barbell
resting on it. Edward noticed that the ends of the bar were dipping slightly
from the weight. Only then did he actually count the number of plates on each
side. Three 45 pound plates and a 35 pound plate on each side. A quick mental
calculation told Edward that she was staring at 385 pounds of iron.

"Well, I'm sure you can appreciate my shock and surprise at what happened
next. I couldn't move. I could barely breathe. I stared transfixed as those
girls used your 'muscle cream' to change their bodies so dramatically. And I
knew," she continued as she wrapped her hands around the barbell and stared at
it, "that's what I wanted. More than anything in the world."

Miss St. Claire picked up the enormous weight and began to lift it free of the
stand. It somehow looked a little unnatural to Edward. Then he realized that
it looked that way because it's weight was almost insignificant to the woman
lifting it. She started raising and lowering the bar to her chest and her
biceps responded immediately, puffing out bigger and harder with each rep.

"Breaking into your locker and 'borrowing' your computer files was the easiest
part of the whole night," The science teacher continued as she worked her
massive arm muscles. Edward was just vaguely aware that she was speaking as he
was so totally enthralled with her bulging physique. "I have to say, your
original formula was quite ingenious. Of course, everything can be improved.
It was simple to make a few modifications of your muscle cream to come up with
my new and improved Super Muscle Cream. Actually the hardest part was figuring
out how to get the cream onto my back." She placed the barbell back on the
rack after having done 30 repetitions, then turned her back to Edward. Miss
St. Claire brought her hands up in a rear double biceps pose and flexed the
her huge back muscles, "But as you can see, I solved that problem as well."
She held the pose for 30 seconds, turning to one side then the other. It was
having the effect on Edward that she had hoped for.

To Edward's shock and horror, his cock, which had grown significantly since
this same time yesterday [if you don't know why Edward's sexual organ is so
large then obviously you haven't read the first part of these chronicles and
really have no business reading this part which will make no sense at all
without the party of the first part - or something like that ...], was
responding to the visual stimulation that his science teacher was providing.
As he felt his member thickening and stiffening, he tore his eyes off Miss St.
Claire's marvelous body and focused on a spot on the ceiling.

The teacher smiled and lowered her hands, "So right about now, you're probably
wondering why I brought you here. I've found your secret formula, made it ten
times more powerful, used it on myself to build a perfect body. And I'm still
getting stronger every time I use the cream. When I'm done, I'll probably be
stronger than any human has ever been. Why would I need to lure you down here
and bind you to a bench, you're probably asking yourself. Why not just take
off with the formula and make billions of dollars?" She walked back to the
prone student and stared at him intently. "This is why," she said as she
grabbed at her bra. With one easy pull, the fabric gave way in her mighty
hands. She tossed the ragged remains on the floor. Edward wanted to shut his
eyes, to not see what she wanted him to see, but he was transfixed, stunned
beyond rational thought at the sight of his chemistry teacher posing topless
in front of him.

"Look at these," Miss St. Claire's said as she cupped her hands under her
breasts. Actually, Edward noted, they were little more than smallish lumps of
fat perched on her oversized pectoral muscles. He had seen more breast tissue
on Ronny Fitzgerald when he took off his shirt in PE to play basketball
[Apologies to any readers out there who might happen to actually be named
Ronny Fitzgerald - we are not talking about you. This is just a random name
taken from our collective sub-conscious. Unless you happen to be the Ronny
Fitzgerald that threatened to beat up Rick every day for the last two months
of 11th grade, then yes, this is about YOU!]. "Do you know that I haven't
grown so much as an inch in my tits since 7th grade? Do you know what it's
like to be in college and still look like a little girl?" She seemed like she
was getting a bit angry now. "To see all the other girls get asked out on
weekends while I sat in the library or lab studying? To get a job teaching
high school and realize that even the incoming freshman have bigger boobs than
I do? Little fucking middle schoolers are stretching out their undersized
t-shirts with more tit-flesh than I could even hope for. And then to see that
little tart, Belinda, who was already two or three cup sizes larger than I
could have ever been in my entire life suddenly - bam! Mega-tits!" She drew a
generous helping of cream out of her big jar and quickly began applying it to
Edward's balls.

"I haven't been able to determine what it is exactly in this stuff that would
cause a woman's breasts to grow," she said as she used one hand to massage the
cream into Edward's sack while the other began stroking up and down on his
hardening shaft, "but frankly, my dear, I don't give a shit! If your formula
worked on Belinda, I'm betting my improved cream will work just as well if not
better on me."

The teacher, as inexperienced as she was, continued stroking Edward's cock
vigorously, as if she were milking a cow. Edward's hard-on lasted for the
first minute or so, but began to wilt under the constant pressure. Edward,
frustrated and hurting from her clumsy attempt, grunted at his teacher and
rolled his eyes, trying to get her attention. But she was so lost in her
desire for big boobs that she didn't notice.

"What the fuck?!" She stood up and cried out in frustration, "Why can't you
stay hard?"

"heht-ee, heht-ee," Edward tried to communicate.

"Wait a minute," Miss St. Claire said to herself, "maybe I should try it like
Belinda did last night." With that she picked up the bench with Edward still
strapped to it like she was lifting a rag doll.

Edward's eyes nearly bulged out of his head. He craned his neck to look down
at the floor as he rose into the air. But there was such a feeling of security
in her hold. It was as if he were being lifted by a giant. She held the bench
with one hand while she applied the super muscle cream with the other. Then
she placed her lips around the tip of Edward's flaccid cock. Meanwhile, she
continued rubbing the cream into the bottom part of Edward's quickly
responding shaft.

Miss St. Claire truly was an inexperienced lover. She had never held a man's
cock in her hand let alone her mouth. Not quite sure of herself and what she
was suppose to do, she did what came naturally. As Edward responded with sighs
and quick breaths, she knew she was on the right track. Edward's 10 incher
grew quickly in her mouth and hand.

The young student was overwhelmed by his teacher's touch and power. She was
finally being so gentle with his member, but at the same time she was holding
his entire weight with just the barest minimum of effort ... and with just one
hand! In no time, Edward was unconsciously thrusting his cock deeper and
deeper into her mouth and throat, totally lost in the wonderful sensations.

Suddenly, without warning, Edward clenched his butt cheeks and started coming.
The startled muscle woman held his penis in her mouth and without giving it a
second thought, gladly gulped down all that Edward was shooting into her.
Before long, she was contentedly licking up the leftovers from the tip and
shaft of Edward's cock. Abruptly, she pulled her head away from Edward's
crotch.

"Damn! That was supposed to be for my tits!"

Again, Edward tried desperately to get her attention, motioning with his head
and grunting as best he could. Finally, Miss St. Claire got the idea. "If I
take the tape off your mouth, you promise you won't scream?" Edward nodded
vigorously in reply.

The teacher pulled the duct tape off Edward's mouth and he let out a small cry
of pain. Damn, he thought, there goes all the facial hair I've been able to
grow for the last 17 years! But he fought back his tears and cleared his
throat.

"Miss St. Claire ..."

"Edward, I think you can call me by my first name now, seeing how intimate
we've just become - and the fact that I'm standing here half naked in front of
you and you, well, you know, you don't have any clothes on at the moment."

"Yeah ... I suppose so ... ummm ..." Edward was searching in his memory for
her name. It occurred to him that he had never heard her use her first name,
nor had he heard anyone else use it.

"Wanda. You can call me Wanda."

"Sure. Okay. Listen ... Wanda ... I would really appreciate it if you could
undo my hands and legs. I promise I won't run away or try to fight you. Not
that either would do me any good at this time. And I'd ... I'd be willing ...
actually I'd love to help you."

"You're not sore that I took your formula?"

"Actually, you 'stole' my formula, and yes I'm a little put out about that.
But the fact that you made it so much better ... well, I was hoping ... you'd
let me try some of it, too."

"Tits first," Wanda said as she removed the tape from Edward's legs

"Can't right away. I need to 'recharge' so to speak." Wanda freed his hands
and he sat upright rubbing his wrists. "Besides, I was thinking ... if I bulk
up some with your formula, I would probably raise my serum testosterone level
through the roof. That might help with the ... ummm ... you know." He made
circular gestures with his hands in front of his scrawny chest.

Wanda thought it over for a second. "Okay. You get a half hour to bet as big
as you can. Is that enough time to 'recharge?' C'mere, I'll get you started."

Wanda applied the wonder cream to Edward's back and shoulders. He took some
and spread it down his arms and legs and across his chest. Then Wanda assisted
in getting some barbells ready. As Edward raced through a circuit of whatever
exercises he could think of, Wanda kept the weights coming. Moving two or
three, even four 45 lb. plates at a time was no problem for the new super
woman.

By the end of the half hour, Edward's body was looking impressive. He was able
to bench press 405 and squat 600. He was doing two hand curls with 180 pounds
and lat pull downs with 200. His shoulders had broadened considerably and he
was developing the thickness in his muscles more reminiscent of a lightweight
bodybuilder.

"Okay, Adonis," Wanda said as she watched Edward admiring himself in the
mirror, "your half hour is up. Now it's my turn to ... " Her voice was cut off
as she nearly doubled over.

"Miss ... Wanda," Edward spun around to see what was wrong, "are you okay?"

"I'm ... ahhhh ... I feel hot ... inside," Wanda said as she straightened up
and began fanning herself with her hand, "must be some sort of chemical
reaction to ... to your super semen."

Edward noticed that something strange was happening to Wanda's muscles.
Although she already had extremely large muscles for a woman, he could see
bulges and ripples across her body as if parts of each muscle were flexing and
contracting involuntarily. Finally the contractions subsided and Wanda stood
erect, and with her eyes closed, flexed every muscle she could to its fullest.
The sight of her once more enhanced muscularity brought about a now typical
response from Edward's long schlong.

Wanda opened her eyes to see Edward's member rising of its own accord and she
smiled her sexiest smile, "So, my big muscles really do turn you on, eh? Let's
see if my strength has increased along with my size." She relaxed her body and
stepped up to the rack where the 600 pound barbell still rested from Edward's
squats moments before. With no hesitation, she took hold of the bar with one
hand and lifted it clear of the rack. After a few one hand curls she traded
hands, "Hmmm ... I would estimate that I've more than doubled my strength just
from the ingestion of your semen. Curious. Which leads me to wonder if that
might work for other women and with someone else as the semen donor. Well,
I'll have plenty of time for that research later. Right now, I need to get to
work on my teeny tit problem." With that, she brought up her free arm and
squeezed everything she had into the hardest mountain of muscle Edward had
ever seen. He nearly lost his load right then.

Wanda relaxed her pose, dropped the barbell, and quickly scooped more super
muscle cream onto Edward's scrotum and shaft, kneeling in front of the
overwhelmed boy. In just a few strokes, Edward's whole body was twitching. He
clung to a nearby piece of equipment to steady himself right before he came.

Thrusting his hips forward, he came. And came. Wanda stroked his massive cock
with one hand while she spread the warm effluent over her hungry breasts with
the other. And Edward came. And just when he thought he was done cumming, he
looked down at Wanda kneeling in front of him. And the strangest thing
happened.

Edward was watching Wanda licking the last of the jism from his huge tip, but
her lips were easily four inches away from his manhood. The longest tongue he
had ever seen on a human was spanning the distance. Then it grew even longer
and wrapped itself around his shaft. Wanda had let go with her hands, which
were now busy rubbing the super cum into her tits, and was stroking him back
to fullness with just her tongue. The thought of what such a tongue would be
capable of and how strong it must be, spurred Edward to another raging
hard-on. Before he knew it, he was releasing another, albeit much smaller,
load of super jism onto his teacher's waiting chest. Wanda responded by
grabbing hold of Edward's retreating tip and squeezing it once more with her
powerful tongue, milking out the last few drops that were hiding inside.

"That's an interesting, if unanticipated, bonus, wouldn't you say, Edward?"
Wanda queried as she continued to rub her breasts, "Apparently the muscle
cream even affected my tongue, which as you know, is quite a strong muscle to
begin with. It can be almost prehensile..." She again wrapped her tongue
around his shrinking cock and squeezed it for effect. "Or I can extend it,
long and hard ..." She pushed his cock back upwards and then flicked the
underside of his head with the tip of her tongue. Edward noted with some alarm
that it was larger and harder than his penis had been just a couple of days
ago. Add to that the ability to control its movements and it looked like it
could be used as a sort of super-cock.

Suddenly, Wanda retracted her tongue and began moaning and gasping. Her hands
slowed down as the sensations from her tits were beginning to build. She
leaned back and held her hands under her small breasts. Edward wasn't sure,
but he thought he could actually see them growing slightly.

Wanda continued to rub the underside of her boobs and the growth continued as
well. She looked down, half afraid that the spell would be broken if she dared
to open her eyes. But she was greeted with the most wonderful sight she could
have imagined. Her breasts were practically filling her hands now and still
growing! She closed her eyes again and tried to will them to grow even larger.
And grow they did. Soon, she could feel them totally filling her hands. She
took hold of the nipples and twisted them, hoping to stimulate even faster
growth.

From his vantage point above the super woman, Edward was clearly as affected
as his teacher. Without taking his eyes off her expanding bosom, he reached
for some more growth cream. In seconds, he was sporting another, even longer
hard-on than ever before and stroking himself towards yet another orgasm. He
urged himself on to greater than ever fullness, with the single thought of
making this woman even bigger. Before either of them realized it, he was
spurting forth his fourth load of the morning. It rained down like heaven sent
dew from above on Wanda's burgeoning breasts. Already to C-cup size, the
influx of more super seed spurred on even further growth. When the torrent
subsided, Edward was holding the remains of his 13 inch cock in his hands
while staring lustily at Wanda's magnificent, full-sized, D-cup orbs.

Wanda rose slowly, majestically, took a deep breath and expanded her chest to
its fullest. Her huge tits rose high into the air, held up by her meaty pecs.
She turned to gaze on her perfect beauty in the mirror. She gasped at the size
and shape of her new breasts and began to run her fingers around and over
them, exploring her new assets. "Thank you Edward," she said softly, her eyes
nearly filling with tears, but still unable to tear them away from her image
in the mirror, "thank you so much ... you've given me ... everything I've ever
dreamed of .. and so much more..."

Edward stepped up behind the busty young teacher. He reached out to touch her
bulging shoulder muscles. He wanted to run his hands over her mountains of
muscles like he had the night before with Belinda. But as soon as he touched
her soft skin, Wanda's expression changed.

"You may go now," she said coldly.

"What?"

Wanda walked over to the door and grabbed the chain with one hand. "You
clothes are over there," she said pointing to a pile of clothes by her gym
bag, "get dressed and go." Then she pulled upward on the chain with her one
hand. Edward stared amazed as her bicep swelled even bigger than he had seen
it before. The chain put up a valiant fight, but mere steel was no match for
Wanda St. Claire's mighty muscles. With a loud pop, one of the links finally
gave way and she was left holding the limp chain in her hand. She turned back
to Edward, "Now."

The boy nearly tripped over himself as he jumped to her command. He pulled on
his shorts and pants, had his shirt mostly on and grabbed his shoes as he made
for the door as fast as possible.

"Edward," Wanda stopped him as she reached into the bag, "here's you computer
files."

Edward glared at her with a mixture of fear and hatred in his eyes, knowing
that he had been used again for the second time in two days, and knowing that
he could do absolutely nothing about it. He took the files from his teacher's
small but powerful hand and rushed out the door. Once out in the hallway, he
did his best to adjust his shirt over his larger torso. He paused only once to
put his shoes on and then hastened back to the mini van.

Wanda turned back to assess her new curves once more in a mirror. She ran her
fingers up over her bumpy abdominals and up to the undersides of her mammoth
mams. Just then another pair of hands joined hers. Long, dark brown fingers
slowly traced circles around her areolas and brushed against her stiff
nipples. Wanda drew in a short gasp every time her nipple was so lightly
touched.

Then she felt another set of nipples, equally as hard as her own, and a set of
boobs equally as big as her own, press into her back. She closed her eyes and
reached her hands back to return the touch. Her hands felt for the powerful
butt muscles and pulled them close to herself. A deep, satisfied moan rose
from her throat as she ground her hips into the hips behind her.

Hands that could crush an iron dumbbell, began massaging her tits. Wanda was
beginning to lose control as her legs began to quiver. Then one hand began to
explore down the front of her magnificent torso as the other continued to
grope and fondle her breasts. She was pulled tighter against the steel muscles
behind her as the roaming fingers made their way past her navel and across her
writhing hips. They tugged playfully at her light blonde pubic hairs, then
continued their journey south.

The End (for now).

Questions, comments, concerns, suggestions? You can contact the Power Company
at Power_Co@hotmail.com,