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Captain Ed knew the fog would be out there.  It whispered to him in his sleep for the past week, filling his dreams with its hunger.  It wouldn’t wait much longer.  If he didn’t bring something soon it would make its way towards land, and even the Captain wouldn’t be spared then.  He’d started to fear he’d have to take folks from town, something he hated to do unless it was absolutely necessary.  Captain Ed had done it before, and he knew the sacrifice of the few meant the safety of the many, but that didn’t make him feel any less guilty when he was faced with the results day after day.  

Fortunately, fate had intervened with a last minute booking.  The three young men were perfect: visiting from out of town, fit, virile, and brimming with energy.  They were celebrating something, the specifics of which Captain Ed had long since learned not to ask about.  The less he knew, the easier it was.  The weathered old man told himself he wasn’t really hurting anyone, but that rationalization had stopped bringing him any comfort a long time ago.  Not that he really had a choice.  The fog had called to him ever since he’d run into it all those years ago when he’d just been a deckhand on someone else’s boat.  It had left him unchanged while he watched everyone else warp and shift into bizarre new versions of themselves.  At first he’d wondered why he’d been spared, but then the dreams started.  

They came like clockwork every other month, filling his nights with strange visions of horrible creatures beneath the waves and the countless altered men he’d brought back to shore over the years.  Captain Ed generally didn’t think much of men or women, but when the dreams came he woke with an aching cock and sticky sheets, and he’d be lying if he said a part of him didn’t enjoy that sensation.  For a man in his mid-fifties it was like being a horny teenager all over again, except for the burden that came with it.  

“Are you Captain Ed?”  

The older man forced a smile and nodded as he looked over the side at the three, strapping young men.  They couldn’t have been out of their early twenties, with fit, athletic bodies that nimbly hopped aboard.  “That’s me.  Are you Andy?”  He reached out and swallowed the redhead’s hand as the younger man nodded and looked at his two friends.  

“That’s Evan, and that’s Blake,” the muscled ginger said, motioning to an equally built brunette and a chiseled blonde behind him.  

“Well, make yourselves comfortable and we’ll head out.  It’ll take us a bit to get out to the good fishing spots, so just settle in and enjoy the ride until then.”  

Captain Ed left the three on deck as he navigated the boat out of the harbor and onto the open sea.  The day was warm and calm and there wasn’t a cloud in the sky, nothing to suggest what was coming.  The Captain did his best to ignore his guilt as he watched the three friends peel out of their shirts and horse around on deck, not letting himself think about what kind of lives they’d be leaving behind.  The fog would be on them soon and then it wouldn’t matter.  

“So is this it?” Andy asked, leaning back against the rail and letting the sun bake his pale chest.  

“What else do you want?” Evan said, motioning at the sparkling water around them.  “Beats a trip to the city any day of the week.”  

“Yeah, just what I want, to be on a boat with a bunch of dudes,” Blake said, rolling his eyes.  

“Bro, you can see if you can find a chick desperate enough to hit that when we get back,” Andy laughed.  “Small town like this I’m sure there’s a few thirsty ladies somewhere.”  

“That’s good news for you,” the sculpted blonde said, flexing an impressive arm.  “Some of us don’t…” 

“Uh, guys?” Evan interrupted, tapping Blake on the shoulder.  “Are you seeing this?”  

“Whoa,” Blake said, giving Andy a nervous look at the dense wall of fog looming before them.  “That a bad thing?”  

As if listening to their conversation, Captain Ed’s gruff voice called out from the cabin.  “Just a bit of fog.  Nothing to worry about.”  

There was a noticeable hush as the boat pierced the foggy veil.  The three young men could hear the lapping of the water against the boat and nothing else, the bright midday sun becoming a diffuse, surreal glow above them.  

“This is spooky,” Evan said, his brawny torso breaking out in goosebumps from the drop in temperature.  He watched the mist swirl around them like smoke, telling himself that the shapes he saw darting across the surface of the water were just his eyes playing tricks on him.  

“Didn’t think it’d be so dense in the middle of the day,” Andy shrugged.  “But whatever...Captain didn’t seem too worried about it.”  

“Yeah...kinda cool, actually,” Blake said, wandering further down the deck.  Andy and Evan watched their friend disappear after only a few feet and broke from each other to explore the foggy deck on their own.  

“I don’t know guys...something about this is weird.”  Not realizing how far he’d gone, the wandering blonde turned to ask his friends a question but was greeted only by the silent mists.  He shivered against the phantom hands he felt sliding across his tanned skin, feeling as if dozens of eyes were on him.  “Guys?  Yo!  Guys?  Does anyone else feel fun..ny...” Blake froze, a sudden spasm shooting through him.  His whole body went tense and rigid as if he’d stepped on a live wire.  He tried to call out again but found his vocal chords as frozen as the rest of him, his eyes, the only thing he could move, darting frantically around as he struggled to make sense of what was happening.  

The frozen blonde felt like he was falling.  It was the only thing that could have explained his shifting perspective and the way things seemed to shoot up around him, but if that was the case Blake didn’t know why it was taking so long to hit the ground.  Though his stomach turned in plummeting, roller coaster fashion, his feet still felt rooted in place as the rail that he’d just been leaning against rose above his eye level.  There was a sudden rush of air on his exposed lower half at the same time, and the impact of fabric against his feet, but Blake’s brain still refused to put the pieces together.  He told himself he had to be falling.  He’d snagged his shorts on the way down and hit his head.  It was the only explanation that made sense.  Even when the electric tension vanished and Blake was able to move again, the shell-shocked blonde couldn’t believe his eyes.  Staring down at the wide, stubby little trunks that had replaced his formerly long, muscled legs, Blake prayed that he really had hit his head and that the warped body was only a nightmare.  

It wasn’t just his legs.  The sculpted man’s proportional body was gone entirely, having shrunk into a misshapen pile of bulky muscle.  His pecs, with their wiry coating of soft golden hair, were now large and lumpy as they fought for space above the muscled gut that his formerly tapering waist had widened into when his body had compressed.  He pawed at himself, his terror growing when he saw that, while his legs had become short and wide, his well-built arms were as long as ever, leaving him with an almost simian appearance.  

“This can’t be happening...this can’t be real,” Blake stammered as he tripped out of his fallen clothes and landed on his plump, meaty new rear.  He winced when his now seemingly massive cock slapped almost to his chest at the impact before settling three quarters of the way to his knees as he scrambled upright.  At first he thought it was just his altered perspective making his girthy package seem larger, but as he poked at his warped little body with trembling hands the long, fat organ shot to life, topping out at what Blake knew had to be close to nine inches.  It was a size that would have been huge on his previous body, and on his current frame it was even more massive and unwieldy.  

“I’ve gotta find the others...we’ve gotta...get…”  Blake only made it a few faltering steps down the deck before coming face to face with the final horror.  He just barely reached, but the shrunken stud was able to see his reflection in a lower window.  His face was as unrecognizable as the rest of his body.  Blake had always been handsome, with a charming, boy-next-door face, but now his features were as flawless and symmetrical as the rest of his body was lumpy and disproportionate.  He wasn’t handsome; he was pretty.  His jaw and cheekbones were chiseled from stone, and he had full, pouty lips beneath a button nose and bright, piercing eyes.  It was the face of an angel on the misshapen body of a beast, the final twisting of a knife as Blake staggered back, nearly knuckle-walking in his haste to find his friends, his rigid, oversized cock pointing the way.  

Blake couldn’t have known that, somewhere in the fog, his friends were undergoing transitions of their own.  

“Whoa…” Evan gasped, swaying on his feet.  Without warning, the deck began shifting and rolling beneath him as if the boat was traversing choppy seas, even though nothing around him showed signs of movement.  The hanging life preservers and dangling ropes were all perfectly still while the confused jock fought for steady footing.  

“We hit some turbulence or something…” he muttered under his breath, so focused on getting his balance that he didn’t notice the source of his vertigo until his body was already unrecognizable.  “SHIT!  WHAT THE HELL IS THAT!?” Evan cried, his jaw dropping as he finally registered the inflating mounds growing off his chest.  What should have been a set of precision-sculpted pecs had already grown too large for the rest of his body and were only growing larger by the second.  He instinctively tried to grasp at them but found his arms locked in place as they underwent a growth spurt of their own, expanding and widening from their athletic size to a pair of beefy pistons.  

In a matter of minutes the handsome young man’s well-muscled body had gone from proportional to a plastic surgery disaster, with the impossible proportions of a G.I. Joe doll come to life.  His chest was massive, a pair of chiseled mounds forcing his broad, bowling ball shoulders apart as they jutted out from his torso like a shelf, while the arms hanging at an angle on either side sported biceps nearly as large as Evan’s comically tiny waist.  The young brunette’s already-trim waist seemed to pinch inwards even further, accentuating the way his perky rear bubbled outwards above his toned thighs and making his exaggerated upper body appear even more top heavy.  

“What...what the fuck…” Evan stammered, his eyes wide as he gawked at the jutting mountains of muscle.  His heart started racing when he moved his heavy new arms, wincing at the way the excess muscle limited their range of motion as he awkwardly pawed at his expansive pecs.  “GGGUUUhhh!”  Evan jerked, his back arching as his probing hands completed a circuit between the overly sensitive pecs and every pleasure receptor in his nervous system.  “Jeeeeeesus,” he gasped when his overloaded brain started to clear.  “This is...what is even happening…” he moaned, still kneading his enlarged nipples.  The altered stud had never felt anything like it.  He was terrified over the impossible changes, but that fear was tempered by an overwhelming bliss.  The sensations were so potent that Evan’s shorts and underwear were soaked by the time he even realized he’d been cumming.  He peeled out of them in a daze, feeling a rush of fear when he looked down and was unable to see his aching rod for the first time in his life.  He tugged on it to reassure himself that it was still present and unchanged, but quickly let go to resume groping his bloated upper half.  The normally pleasant throbs he felt when jerking off were nothing but pale imitations compared to the ecstasy his swollen bulk brought him.  He gave a drunken laugh as he watched his unseen cock spray again, the sticky load shooting into view as it rocketed out of his obscured organ.  Despite already having cum multiple times Evan was as hard as ever, another release already building as he tweaked his lightning rod nipples and flexed his bulky new arms with wild, helpless abandon.  

Further down the deck, Andy wanted to scream.  He’d heard the strange moans coming from what he could only assume were his friends, but he’d barely had time to set his pole down before an unseen wave washed over him.  Though he was still entirely dry, what felt like a heavy wetness covered him from head to toe, an enveloping film that clung tighter and tighter with each breath.  Andy opened his mouth in a wordless gasp as he clutched the rail, struggling to stay upright against the crushing weight while his body began to change.  There was no pain, only a pins-and-needles tingling as the sculpted ginger’s muscles shifted and slithered beneath his skin.  He watched in helpless horror as the arms he’d spent so much time building quickly dwindled, his striated forearms and burly biceps melting away to nothing.  The slender appendages were ridiculously small compared to the rest of his athletic torso, until the ample muscle at his chest and shoulders fled like the rest.  In a matter of seconds Andy’s protruding pecs flattened between his bony shoulders, with barely a hint of definition remaining between his tiny nipples.  

The softness continued spreading downward, erasing his abs and leaving a soft, flat stomach in its wake.  Andy felt his shorts and boxers start to hang loose off his shrunken lower half when his meaty legs withered like the rest of him, until a sudden tightness sent a flash of pain through him.  The discomfort was short lived, followed by a loud rip and a rush of air as his clothes suddenly exploded off him.  Looking down at his supple new thighs Andy was at least relieved to see his girthy packaged unchanged, the thick organ looking beastly on his smaller frame, but that relief turned to terror when he shifted his weight and felt an unfamiliar shaking from his backside.  The lithe, former jock reached around, letting out a low groan when his trembling, dainty new hands discovered where most of his shifting mass had gone.  The yielding mounds seemed to go on forever, hanging off his lower back like a bouncing beach ball.  

Equally alarming were the darts of pleasure that shot through him as his hands explored the inflated pillows, and the way his hulking cock hung limp and lifeless despite the throbbing already building inside.  “No...no no no no…” Andy whimpered, his voice sounding overly deep coming from his slight, twinkish new frame.  He gasped as he grabbed his sleeping member, a pleasant tingle running up his spine as the fat hose filled his smaller hands, but despite his desperate tugging the hefty equipment didn’t so much as twitch.  “Oh fuck...oh fuck…” he panted, slowly starting to realize that the throbs of pleasure were stronger coming from the hand toying with his oversized rear than the one tugging on his stubbornly soft cock.  

He turned away from the rail and stumbled as his balance was thrown off by his altered proportions, staggering against the cabin wall for support.  When he saw his reflection in one of the windows, Andy didn’t know if he should be relieved or horrified to find his face relatively unchanged.  He still had his wide, stubble-covered jaw, soft, full lips and prominent nose, only now his masucline features looked out of place looming above his softened, bottom-heavy body.  

“Andy?  Is that you?” 

The thin redhead whirled around and nearly stumbled as he recoiled from the squat figure loping towards him out of the fog.  He stared at the stranger’s stocky body and gorgeous face, his eyes confusingly lingering on the giant cock reaching out for him.  “Bla...Blake?”  

The shortened blonde nodded, equally stunned by his formerly-built friend’s slender new frame and colossal rear.  His own bubble had expanded considerably when his lower half had been pressed down, but it was nowhere near the growth Andy had experienced.  “Dude...what...what happened to us?  Is this real?” he asked, licking his lips as he stepped forward and found his friend’s thick package hanging at head level.  

“I sure hope not,” Andy said, rubbing his thin arms.  “Maybe that guy drugged us?  This can’t be possible, can it?  I mean, you’re half as tall and I’m…”

“Stacked in the back,” Blake laughed.  

“It’s not funny!  Look how small I am!” Andy cried, spreading his arms to show off his lean, shapeless torso.  

“Don’t fuckin’ tell me about small,” Blake said, craning his neck to look up at his friend.  “I’m trying not to lose my mind, alright?”  

Andy sighed and rubbed his face with his dainty hands.  “Least you’re dick still works.”  

“Wait, what?  Really?  Oh fuck, man, I’m sorry,” the short blonde said, reaching out to give Andy’s inflated rear a comforting squeeze.  

“Oh!”  the thin redhead gasped and shuddered, instinctively pressing his cheeks back against his friend’s hand.  

“Whoa...a little, uh, sensitive, huh?”  Blake laughed, his eyes zeroing in on the bead of liquid forming at the tip of the other man’s dangling hose.  

It took all of Andy’s willpower to pull away.  “We’ve gotta find Evan and get the fuck outta here,” he panted, wanting nothing more than to turn and swallow his friend’s face with his overstuffed cheeks.  Even as he had the thought a sudden memory flashed through his head.  As impossible as it was, Andy could clearly recall himself leaning against a wall, his deep voice ringing out in an endless series of moans while Blake put his convenient height to use and buried his perfect face between the jiggling mounds.  “Blake...did...did you just…” Andy started, feeling dizzy all over again. 

The shorter man swallowed hard and nodded.  His memory was of a different time, where Andy’s soft frame knelt before him while he plowed into his taller friend, causing the fat globes to bounce wildly with each impact.  “But...but we never…”  

“Guys?  Oh fuck...guys...something happened…” Andy and Blake gasped in unison at the sight of Evan’s top-heavy body lumbering towards them.  Their friend was still massaging his new muscle tits, his rigid cock oozing a steady stream as it wagged with each step.   

“Holy shit…” Andy whispered, a shiver running through him as he stared longingly at his friend’s oversized arms.  Like he had with Blake, the wiry redhead suddenly remembered how much he loved the feeling of those arms wrapping around him while he played with Evan’s chest, a waterfall of cum pouring out from his impaled rear as he bounced on his friend’s lap.  

“You’re fuckin’ huge, man,” Blake practically moaned, his cock aching at the memory of the hours he’d spent working his solid beast between his friend’s muscled mountains.  As horrified as he was at their current predicament, the warped blonde couldn’t help but feel a sense of pride at the way he made his bigger friend squirm and scream beneath his smaller body as he straddled Evan’s torso and tit-fucked the bigger man.  

“What happened to us,” the burly brunette gasped, blushing as he finally pulled his hands away.  The shock of seeing his altered friends was enough to pierce his lustful haze, but just barely.  

“It’s the fog,” Captain Ed said, his tone calm as he climbed out of the cabin.  “Don’t really know what it is or how it does what it does.  Just know it needs to be fed every now and then,” he shrugged, looking at his altered passengers.  “If it makes you boys feel any better, this happened to you so it doesn’t happen to a whole bunch’a other people.”  

“But...how is this...you’ve gotta fix us!” Andy cried.  “You can’t leave us like…” 

Captain Ed cut him off with a raised hand.  The older man shook his head and motioned to the swirling cloud around them.  “What’s done is done.  I know it’s scary now, but as far as the rest of the world’s concerned this is how you fellas have always been.  Soon as we come out the other side of this fog, you’ll start to think that way too.”  

The three altered friends exchanged terrified glances, wrestling with the new memories already pouring into their heads.  Their former selves screamed at them that everything was wrong, but those voices were steadily being pushed out by the swell.  What remained of the trio of straight jocks that boarded Captain Ed’s boat was quickly being consumed by the ravenous fog, with something else entirely left in their place.  

There was a blinding flash before any of them could protest further as the fog cleared without warning.  The three naked men blinked against the bright sun, frantically looking around at the sparkling, open water as their vision cleared, without a single shred of fog anywhere in sight.  There was a moment of silence as they stared at each other before a blushing Andy shook his head and bashfully covered his limp package.  

“Uh, sorry...guess we got a little carried away,” he said to the older Captain.  Evan and Blake were equally sheepish next to him as they looked around the deck for their missing clothes, their memories hazy on how they got naked in the first place.  

“Nonsense,” Captain Ed said with a friendly smile.  “You boys rented the boat for the afternoon...I’m just drivin’.  Go ahead and enjoy yourselves,” he winked, turning and heading back into the cabin as the three men grinned at each other.  

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