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“What the fuck are you doing here?!”  Bruce’s pimpled face was a mix of crimson embarrassment and purple rage as he glared at Peter.  The thin, chestnut-haired man seemed equally baffled.  The sharp, pointed features of his face made his wide eyes that much larger as he gawked back and forth between Bruce on one side, and Clark’s hulking frame on the other.  The blonde, beefy giant was just as confused, possessing no more knowledge of how they all wound up in bed together than the other two.  “Get the fuck out of my bed!”

“Your bed?!”  Peter struggled to sit up, but the queen mattress was filled beyond capacity, limiting his movement.  Clark’s heavy arm draping over his chest also didn’t help, and while waking up between two naked men would normally have been a dream come true for the shy nerd, he’d never imagined finding his campus tormentors filling those roles.

The other two were far from being his friends, and Peter didn’t think the pair even knew where his apartment was.  They’d never even had a real conversation.  The extent of their relationship was limited to Bruce flinging a homophobic insult while gliding by on his skateboard, and all Clark ever did was try to knock him over with a shoulder-check whenever they passed in the Student Center.  So to wake up face-to-face with Bruce’s wiry frame on one side, his back nestled against Clark’s thick bulk on the other, was jarring.

Nor did his memories of the previous night give any clue as to how the other two got there.  Peter had worked on a paper for his physics class, then read comics until he passed out.  It was his normal routine and it had unfolded in a perfectly normal manner.  His first thought upon waking was that the two bullies were playing a prank on him, but the longer he was awake, and the more he saw the genuine look of confusion in their eyes, the more he doubted that theory.

“This is my bed!  This is MY room!  Look around!”  The other two followed Peter’s nod, finally noticing the unfamiliar surroundings and the Spider-Man bedding.  Instead of sports paraphernalia and posters of scantily clad women, the walls were peppered with images of superheroes and lined with books, and the few scantily clad figures mixed in belonged to men.

“…the hell is this…” Bruce said, letting out a short gasp.  He sat up and ran a hand through his greasy, raven hair, his angry expression melting into one of growing confusion.

“What kinda gay shit did you get us into?!” Clark bellowed from behind.  As if finally noticing where his arm had been lingering, he pulled it away from Peter’s toned chest, rubbing the sleep from his eyes.

If he hadn’t been so flustered, Peter might have found the pair’s confusion adorable.  Despite his lackluster complexion, Bruce’s near-constant skateboarding left him with a tight, wiry frame.  At 5’10” he was a little on the short side, but it worked for him, just as his massive friend’s 6’3” stature fit the lumbering giant.  Clark’s thick, linebacker build could have made him a giant teddybear if he wasn’t such an asshole, but that didn’t seem likely.  His full, round face and slight double chin were cute when they weren’t glaring, and from what he could feel pressing into him, Peter was very much aware of the duo’s impressive endowments.  “You want to talk about ‘gay shit’?  Let’s talk about who’s been rock hard this whole time,” Peter said, kicking the sheet and blanket free.

“Fuck!” Clark yelped.  Both men tensed at their sudden exposure, their eyes automatically dropping to one another’s rigid poles.  Propped up on his arm as he was, Bruce’s short, stout cock dug into Peter’s side, while behind, Clark’s thinner rod was wedged against the smaller man’s thigh.  But despite their unexpected exposure, neither moved to cover themselves or pull away.  If anything they shifted closer, the discovery of their current position acting as a trigger for a slew of confusing new impulses.

There was a prolonged moment of silence as the two stared at each other, their expressions going from confused, to embarrassed, to something else entirely.  Peter watched the change happen, like a switch being flipped, and he regretted his impulsive decision when the two shifted their attention away from each other and over to him.  In exposing them he’d also exposed himself, and though he was clothed, all he had on was a small Spider-Man t-shirt with embarrassingly matched briefs.  Peter watched broad grins stretch across both men’s faces, but it became rapidly apparent that they weren’t making fun of his outfit.

“Someone likes what he sees,” Bruce laughed, his suddenly amused tone a far cry from his previous shock.

Behind him, Clark’s chest rumbled against Peter’s back when he chuckled.  “Right?  Can you blame him, though?  Probably the first time he’s had some real man-meat in his bed.”  The brawny bruiser shifted his weight, easily manhandling Peter flat onto his back.  He reached out and took the prone man’s hand, pulling it down to grip his aching cock.

“Go on, give it a feel,” Bruce said, doing the same.  “You can look AND touch,” he added with a wink.

“What?  No!  Guys, I don’t want to…to…” Peter stammered, giving an involuntary shudder as he reflexively clutched the warm, throbbing organs.  He was trying to focus on the odd shift in Bruce’s speech, but that became a secondary concern when he felt the cocks in his hands begin to vibrate.

In the time that it took for Peter to lift his head and look down, both men’s aching rods had somehow inflated.  Bruce’s wide cock shot forward, going from a short five inches to a whopping nine, an equally prominent set of balls wedging themselves underneath.  In his other hand, Peter felt his fingers push apart as Clark’s average, six-inch pole remained the same length but packed on nearly twice as much girth, the accompanying bull balls looking intimidatingly full.  The end result was a pair of distinct packages - Bruce with a long, hefty wine bottle, and Clark with a fat, pudgy poker.

“HOLY SHIT!” the big man roared, a dull grin on his face as he beamed at Bruce.  “Look at us, bro!  Where the fuck did this come from?”

The dark-haired man pumped his lengthened rod in Peter’s hand, a seductive smile on his face.  “I think I know where,” he purred, tugging the front of the stunned man’s briefs down.  Peter blushed when his fat hose sprung free, slapping against his tight stomach with an audible thud.  The lean man had always been hung, but he wasn’t the kind of guy that liked to show it off.  He had a thick seven inches that now resembled a mix of the others’ plumped organs, with equally imposing balls that were steadily beginning to churn.

“Daaaaaamn,” Clark whistled.  “Who’d’a guessed?”

“That it was so big, or so cute,” Bruce laughed, wrapping a hand around the twitching log.

Peter gasped and started to sit up, still holding on to the other two.  “Guys…hold on…we need to figure out what’s…” he was cut off when Clark slipped a meaty paw up under his shirt and pressed him back down, holding him in place while he stroked Peter’s smooth, toned chest.  The pinned man couldn’t stop himself from kneading the pulsing girders in his hands while Bruce started pumping in earnest.  His nimble mind raced as he tried to understand what was happening.  The changes to Clark and Bruce’s behavior were becoming more apparent in their expressions.  The beefy hulk was starting to get a dull, glazed look, while Bruce seemed to be doing his best impression of a soft-core seductress.  He kept pursing his lips and dropping his tone while he spoke, talking as if he were narrating a commercial for a phone-sex line.

“Bet you’re a big shooter, aren’t you, stud?”  Bruce stopped stroking and slipped his hands lower, squeezing Peter’s now-aching balls.  “Pair’a heavy knockers like this…you’re a walking super-soaker.  Already leaking like an old roof, too.”

Peter let out a hiss when Bruce ran a thumb around his glistening head, feeling himself slipping over the edge.  It wasn’t just the sensation of the other man’s stroking that pushed him over the line, or Clark’s heavy hand toying with his nipples, either.  It was the change to Bruce’s face.  When he looked up from the other man’s death grip on his testicles, Peter didn’t see blemished skin and greasy hair; he saw smooth, stubble-covered cheeks and a lush, raven scalp.  The sudden shift from greasy skater to handsome hunk was too much, and Peter couldn’t stop himself from letting out a low moan as he spasmed and sprayed.  Bruce positioned his cock so that the deluge landed squarely on his chest and face, but before he could even react, Clark dropped down and began licking him clean.

“MMMmm…fuck yeah, dude,” the big man grunted, his warm tongue causing Peter to shiver.

“O…okay…for real, guys, enough’s enough.  Why aren’t you freaking out right now?  Something very strange is…happening…” Peter’s frantic stammering was interrupted when he felt Bruce pull his briefs off the rest of the way.  He couldn’t actually see Bruce stripping him over Clark’s burly frame as the other man licked at the wet spots on his chest, but he still tried to talk some sense into the pair.  “Look at what you’re doing,” he continued, his heart racing.  “You’re not acting like yourselmmphh…” he was cut off when Clark’s lapping tongue made its way to his chin, momentarily brushing their lips together.  It wasn’t exactly a kiss, but it was enough to take the wind out of Peter’s desperate sails.  The confused nerd just blinked up at the beefy bull when he finally pulled his head away, noticing a familiar change to Clark’s features.  Like with Bruce, the burly blonde’s features had refined.  His face was less full, his cheekbones and lantern jaw more prominent as his appearance thinned and toned.  It had the effect of making him look less like a teddy bear and more like the muscled stud that he was.

“Why are you so upset,” Bruce asked, his smooth, velvet tone making Peter squirm.  “We’re just having some fun.  What?  You don’t like to jerk this monster off?”  Bruce gave the softening hose a gentle stroke, distracting Peter enough that he absently raised his arms when Clark tugged his t-shirt up and off.  “You should give it the attention it deserves.  I mean, I’d be happy to,” he cooed.

“Yeah, don’t be such a pussy,” Clark said, his tone making it sound as if Peter was being the ridiculous one.

“It’s not nice to try and confuse the big guy like that,” Bruce chided, tapping a finger against Peter’s lips.  “You know how hard it is for him to focus.”

“Same goes for you,” Clark shot back.  He blinked and shook his head, a slight grin on his face as his thoughts began slipping in and out of his grasp at random.  If he was bothered by the apparent reduction in his mental faculties, it didn’t show.

“Yeah, but I hide it better,” Bruce laughed, pursing his lips and flexing his arms behind his head in a seductive pose.  It gave Peter a chance to see the changes that had spread down from the dark-haired man’s face as an increasingly-prominent layer of definition was now visible.  Bruce seemed to be packing on pound after pound of lean, chiseled muscle, but Peter only had a moment to appreciate it before his view was obscured once more.

“Hey!”  He let out a yelp as, without warning, Clark hefted his legs into the air, folding them back so that Peter was almost forced up onto his shoulder blades.  He struggled instinctively, but without any real leverage the big jock had no problem holding him in place with one girder-like arm.  “What are yooOOUUUHH!”  Peter’s hands clutched at the sheets when Clark lowered his head and buried his face against the exposed hole.  He’d never felt anything like it, and the electric sensation was so overpowering that all Peter could do was gasp and groan as the big man’s tongue went to work.  When he was able to collect himself enough to at least lift his head, he finally noticed why it was so easy for Clark to hold his legs in place.  As with Bruce, the blonde giant appeared to be getting bigger.  His already-broad shoulders were not only thicker, they were farther apart, and the arm that was holding his legs in place had expanded by several inches.  Like Bruce, not only was Clark getting bigger, he was getting more defined in the process, and though it was hard to tell from his current angle Peter thought the other man was getting taller as well.

“And what do you think you’re doing,” Bruce finally asked, seemingly oblivious to the physical changes they were undergoing.

“Eating his pussy.  What’s it look like,” Clark grunted between mouthfuls of Peter’s musky hole.  “Thought it’d get him to stop acting like one.”

“I meant why aren’t you sharing,” Bruce grinned, giving Clark’s inflating rear a slap.  Without missing a beat, the big blonde easily manhandled Peter to the edge of the bed, giving his friend access to the whimpering nerd’s gaping mouth.  “That’s better,” Bruce said, batting his lengthened rod against Peter’s cheek.  The lean man’s head spun as it hung over the side of the bed, but he still gave the thick log resting against his face a few tentative licks while marveling at Bruce’s new look.  Instead of a wiry skater, the dark-haired stud had the muscled build of a gymnast, with broad shoulders, prominent pecs, powerful arms, and a tiny, shredded waist.  Instead of whizzing by on a skateboard, it was the kind of body that would look perfectly at home on a stage, spinning around a pole or shaking its perky bubble for a crowd.  Bruce had officially gone from greasy to stunning, though Peter didn’t have time to enjoy the view before the sultry stud’s cock was thrust into his mouth.  He did his best to swallow as much of it as he could, which was no small feat considering the impressive organ’s new length and natural width.  “Watch the teeth,” Bruce winced, giving Peter’s cheek a light slap.  “How about I go slower for you?”

All Peter could do was gurgle and moan around the invading monster.  At his other end, Clark had replaced the warm tongue shoved into his tight pucker with a pair of fingers that felt like oars.  Peter had fooled around with guys before, but he’d never been fucked or penetrated anywhere other than his mouth.  He’d always been curious, but now, with Clark’s strong, stubby fingers spreading him wide, he was glad he’d waited.  He doubted that any of the guys he’d been with before could do what these two were capable of, a thought that was becoming increasingly pleasant.  Peter still didn’t know what was happening, or how it was even possible, but there was no denying how good it felt.  The initial anxiety at waking up in bed with his two antagonists was quickly becoming something else entirely.  The other two were still acting dominant and aggressive, but in a playful way, and it was clear that they were being very careful not to actually hurt him.  Clark could have plunged in and split him wide open, but the inflating wall of muscle was taking his time to make sure Peter was adequately prepared.

It was too much.  For the second time that morning, and the first without anyone actually touching it, Peter’s thick log erupted all over his stomach.  The combined waves of bliss from Bruce’s log thrusting down his throat while Clark prepped his hole was a kind of ecstasy he’d never even thought possible.

“Booya!” Clark roared, exchanging a proud high-five with Bruce while Peter spasmed.

“Think that tight little hole’s ready for the real thing,” Bruce asked, working his cock deeper down the slowly-relaxing throat.

“One way to find out,” Clark shrugged, pulling his fingers free just as his fat log slipped in to take their place.

Peter’s vision went white, not from the slight pain he felt, but from the sudden realization of his role.  He was the circuit that connected Clark’s hulking frame with Bruce’s beautiful body, the last piece of the puzzle that held everything together.  He still didn’t know what happened or what caused it, but as the new memories filtered in, he knew he took care of the two dim-witted Adonises, and in exchange, they took care of him.  They weren’t his bullies anymore, and while they still tormented him in a different way, it was only to increase his pleasure in the long run.  With each thrust he could feel Clark growing against the backs of his thighs, just as Bruce’s cock finally reached its apex, burying itself until the prone man’s face pressed against his balls.  Peter’s nostrils flared as he huffed and groaned from the dual invasion, relishing every second.

He sprayed for a third time, with the others following not far behind.  When they came it was almost in unison, and Peter felt a swell of pride at the thought of his new friends’ ample releases mingling together in his cum-swollen belly.  Bruce trickled down his chin while Clark trickled down his thigh, and though his throat felt battered and his ass felt bruised, Peter had never been more content.

“Fuck yeah, bro!” Clark hopped off the bed and gave his slab of a chest a resounding slap, drawing attention to his new size.  Instead of beefy and round, he was a mountain of chiseled muscle, looking more like a heavyweight bodybuilder than a linebacker.  He’d also shot up at least five inches in height, making his rugged frame all the more imposing.  And while Bruce hadn’t grown any larger since the last time Peter had seen him, he had continued to refine, his features alternately softening and sharpening until he was a doe-eyed pretty boy.

“Someone had their breakfast already, but I’m starving,” Bruce laughed, giving Peter’s cum-filled belly a rub.  No longer confused at where they were but perfectly at home, Bruce pulled open a dresser drawer and slipped on a pair of small, black briefs.  The tiny underwear could barely contain his long cock and had “HIMBO” stretched across the perky bubble in back, but Peter wasn’t sure which was more impressive: the stuffed underwear, or the Batman t-shirt that looked two sizes too small.  The thin cotton accentuated every line of definition on Bruce’s recently-muscled body, though it was nowhere near as tight as the outfit Clark pulled on.  The brawny blonde slipped into a sweat-stained Superman t-shirt, following it up with a pair of red briefs that both Peter and Bruce could have fit into, but which were stretched near to bursting around Clark’s meaty lower half.  The towering stud’s fat cock and heavy balls filled the pouch so much that the elastic was pulled away from his waist, and his mountainous cheeks were barely covered in back.

Peter started to sit up when Bruce scampered out of the room, but Clark scooped him off the bed before his feet could touch the floor.  The naked, cum-slick man felt a brief rush of embarrassment at being carried as if he weighed nothing, and at the clear message that he wasn’t being allowed to put anything on.

With anyone else he might have worried, but not with these two.  As Clark leaned down and planted a long, rough kiss, Peter knew he was in good hands.