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Last Minute Look

Written by Leo_Todrius

Supported by my Patrons

Fall leaves danced and skittered down the curb, carried on the Autumn wind. The air was sweet with the smell of the harvested hay, the sort of smell that took root in the memories of anyone that would think back to their youth. The full moon rose higher, advancing despite the last light of day that clung on with every fiber of its being. It was a beautiful fall day, beautiful enough that Cody Goss had taken two dozen selfies while he waited... and waited... and waited for his friend.

The eighteen year old sat on his porch, swiping through the pictures he had taken. He felt that they had turned out fairly good. His undershave was on point, the dark blond hair shorn short beneath and left in a wild, almost unruly wave across the top of his head. It showed off the small silver earrings he sported. His white linen shirt looked good and allowed the fall colors to contrast sharply in the photos.

Normally Cody would have felt even more confident for looking that good, but today the stakes were raised. It wasn't enough just to look good on Halloween. It was a day to stand out, to be distinct, to find that look no one else had. Sadly, Cody had left his fate in the hands of his best Friend... and Ryan was running late yet again. Cody sighed slowly, swiping through the pictures again when he heard the familiar whine of an old Toyota coming up the road. A grin flashed across his lips. It was time to get moving.

Cody sprung to his feet and moved down the sidewalk as the old drab green car came around the corner, the headlights broadcasting their dull, worn buttercream yellow light ahead. The car slowed down and pulled to the curb, the passenger door flinging open as the driver leaned over. A broad grin flashed from beneath the lowered brim of a snapback hat peeking out from beneath a hood.

"You ready?" Ryan asked. Cody forced the most upset pout he could manage.

"I've been ready for three hours." he said before he sunk down into the car's custom bucket seat and strapped himself in, pulling the door shut.

"Trust me, I found the most amazing place to get a costume. You're not going to be disappointed." Ryan said, checking his side mirror before he pulled back out into the street. Cody relaxed a little, looking at all the houses going by. They were all decorated so well for Halloween with colored lights, pumpkins, fake spider webs. He felt lucky that his friend had his own car, that they could have that kind of freedom, but he felt extra special that they had that freedom tonight... their last Halloween party in High School.

"So what is it called?" Cody asked, fishing around for the aux cable on the floor of the car that snaked its way up into the dash and into the aftermarket stereo.

"Uh, the Last Look? Looks that Last? Something like that." Ryan said. Cody's face frowned a bit more.

"You don't even know the name but you're sure it's amazing?" Cody asked doubtfully, plugging the cable into his phone. The speakers on the car started thumping within moments, pumping the musical lifeblood of their generation through their ears and their bones.

"Yeah, my cousin suggested it to me. He gave me the landmarks and everything." Ryan smiled. Cody found it hard to take his eyes off of Ryan's reflection in the rear view mirror. Everytime he smiled, those dark eyes seemed to sparkle.

"Was that the cousin that moved to Spain to be the famous movie actor? He was in those minotaur movies, right?"

"El Toro! And yeah... He said this shop would be life changing. Most realistic costumes that have ever existed." Ryan said. Cody relaxed a little more at that and leaned back.

"Just promise me we won't be late to the party." Cody said. Ryan smirked.

"As long as you promise not to take too long to get ready." Ryan grinned. Cody had to shrug at that.

"Looking this good takes some time." he smirked before the two burst out laughing.

****

Despite having been given the landmarks, the drive had taken a little longer than Ryan had expected. They had ventured well off the beaten path, heading into the side of town normally devoted to industry and manufacturing. While it was bustling during the day, it turned into a ghost town at night, especially after the town's cannery closed down. After weaving back and forth through a couple of the side streets, they had eventually found their destination.

Cody had been the first to spot it, seeing the wrought iron pumpkin hanging from the corner of a rather mundane one story stucco covered building. Parking had been easy and it was a short walk up to the rather antiquated old door that seemed almost out of place on the more contemporary structure. Ryan wondered to himself if it was just for dramatic effect. The door seemed to resist only for a moment before it gave way to the interior, allowing the two young men to cross the threshold.

They were enveloped almost at once by refreshingly warm air and enveloped in a strange, almost sickly sweet smell. It was a complex aroma that blended the modern smells of rubber and latex and plastic with something older, like sage and spice. The store felt rather crowded between the sheer number of displays and the somewhat slow ceiling, but it was well lit and well furnished at the same time. Cody thought it was a lot better than the Halloween stores that seemed to pop up in the husks of abandoned retail chains.

The shop was an eclectic mix to say the least. On one display there were the countless bags of generic, watered down prepackaged costumes in their barely legal copyright adjacent guises and directly across was a hand made, one of a kind, film quality dress that looked like it was right out of Red Riding Hood. Mannequins sported unusual outfits but shelves were lined with hundreds of cans of silly string.

"Dude, can you imagine if we sprayed this all over Coach Fergusson's house?" Ryan grinned, pulling his hood back to reveal a mane of dark brown hair sticking out from the back of his baseball cap. Cody shook his head.

"You'd never do it, you'd get kicked off the team faster than-" Cody froze for a second, unexpectedly meeting the gaze of someone... someone he knew, or at least knew of. Another teenager stood behind the counter, one of their classmates. Kyle Nguyen was the kid that everyone knew about, but no one could say they knew. He seldom spoke, and when he did it was so strange and off the wall that no one ever really followed up. The biggest credit that Cody could give him was that he pulled off the goth look well, finding the right compliment of guyliner to highlight his honey colored eyes. Cody elbowed Ryan and gestured with his head.

"Oh, hey Kyle, I didn't know you worked here." Ryan said. Kyle looked at them in a way that almost felt as if he was gazing right through them.

"I didn't know you two were the type to dress up for Halloween." Kyle replied. Ryan almost looked a bit affronted.

"It's for a really amazing party, we're going to knock everyone's socks off." Ryan explained. Cody winced and elbowed him again.

"Don't tell him it's for a party, he has to work on Halloween. He probably feels bad he can't go." Cody whispered.

"The dude works in a costume shop... on Halloween... What else are people going to be getting costumes for?" Ryan shot back. Cody shrunk a little at that but nodded. Ryan gave Kyle an awkward grin before he started moving through the aisles, putting his back to their classmate. Cody swallowed and tried to follow suit.

Despite the awkward interaction, the variety of costumes was mind blowing. Cody had summarily ruled out any pre-bagged costume as being too tacky and cheap. If they were going to go to all this effort, it had to be worth it. They'd found a place that had artisan crafted costumes. As long as they could afford them, they'd be the envy of everyone at the party. Cody paused for a moment, spinning around and holding up his camera, taking a Hamlet selfie with a rather realistic looking vampire skull before he resumed the search.

One aisle over, Ryan was having a hard time making up his mind. Despite their differences, he and Cody had been inseparable since elementary school. They stuck up for each other, supported each other, and there were more than a few classes that they wouldn't have passed if not for the help of each other. It had been a rather unspoken tradition that the two would sport themed costumes that worked together when they went to Halloween parties. Ryan thought back fondly to their sophomore party... Cody had been Red Riding Hood and he'd been the big bad wolf... But this year he wanted something equally badass, something different, something a bit wilder.

Cody turned the corner and paused, spotting a flash of purple he hadn't expected. Purple was, of course, one of the hallmark colors of Halloween, but Cody hadn't expected to see a graduated hue of purple hair rising up from the top and sides of a rather realistic looking warthog mask. It only took him a moment longer to recognize the unusual purple sunglasses sitting on the pig nose, marked with a distinctive slit across the center.

The teenager's jaw dropped a little as his eyes descended to examine the rest of the model. A custom-fitted dyed red denim vest with spikes and patches, torn up shorts, and a rack of clip on accessories. There were even boots with metal plates placed to suggest the idea of cloven hooves. Cody had never seen such a detailed cosplay outfit before, let alone for a character he knew so well.

"Bebop..." Cody whispered, moving over to examine the vest. It was heavy, it was hearty, it was punk. It wasn't a hundred percent canon, but that almost made it better. On top of that, it would let him show off the abs he'd been working so hard on. Cody's only hope was that they'd have something for Ryan, something equally good, something... exactly like the Rhino outfit standing up on the opposite side of the display. Cody nearly squealed. "RYAN!" He shouted.

Ryan came around the corner and froze, seeing the glistening ivory horn rising up from the graphite gray rhino mask sitting on top of the mannequin. The hat with goggles were even a separate piece, the sign of true quality. A khaki tank top had been paired with ammo belts and military issue cargo pants, topped off with a black vest of equal craftsmanship to the previous. The boots were hard core with spikes and straps and laces. The two costumes had obviously been lovingly and carefully created as companion pieces.

"Oh my god..." Ryan whispered.

"It's perfect." Cody grinned.

"It's like when we were kids... Do you know how many times we played with your brother's Ninja Turtle figures?" Ryan whispered before he paused, "Do we have enough money?" he asked. Ryan checked the price tag on the Rocksteady costume before he pulled out his phone and checked the balance on his bank app.

"We'll have to go with home lunches for like... two months, but I think we can swing it. We're going to have to go to some convention or something to justify the cost." Cody said. Ryan picked up the goggles and peered through them.

"We'll justify it by being the fucking coolest guys at that party." Ryan purred. Cody hesitated, checking his phone again before he winced.

"We have to head straight there, we're going to be late anyway. We have to put these on here and go." Cody explained. Ryan turned and leaned back, easing into view of their classmate.

"Kyle, do you have dressing rooms? We want to wear these out." Ryan said. For the first time either of them had seen, Kyle slowly smiled.

****

It took some effort and Kyle's help to get the costumes to the dressing rooms, but Cody stepped in and took the boots from the clerk, letting the door swing shut and clasp behind him. Cody set the boots and the bulk of the costume down on the wooden bench, glancing around. He'd been in a lot of dressing rooms, but he was grateful that this one was so roomy and well lit. Given that it was a costume store, there had to be big hoop skirts and costumes with armor pieces and things that took up a lot of room.

The eighteen year old hoisted up the vest and held it up to the mirror for a moment before he unbuttoned his linen shirt. The fabric slipped off his fair form, showing the first definition of muscles. He had wanted to defy convention and be known for more than just his fashion and style, he wanted to be appreciated for his body as well. Some small voice in the back of his mind warned Cody that it was a vain thought, but he shook it off along with his shirt.

His shoes went next, then his pants. With luck they'd have a bag he could dump his old clothes into to keep them together until after the party. Cody grabbed a hold of the pants and started to pull them on, only then realizing that neither he nor Ryan had even bothered to check the sizes. Cosplay was rarely one size fits all, but relief began to fill Cody's heart as he felt the pants hugging his legs in all the right ways. They were a bit like high waters but with torn out knees and tear marks on the sides.

Cody hiked the pants up to his waist and buckled the rather robust belt. They were almost a perfect fit, although the groin of the pants was immensely baggy. Maybe that was part of the costume? He could always stuff his shirt in there later and make himself look more manly - not that he was going to need it soon. The teenager lifted the vest with reverence, pulling it up over his bare arms, letting it sink down and rest on his shoulders. It was heavy but it was good... really good. The denim was oddly soft inside, almost like it was well worn and well used. He felt a bit of a breeze on his nipples, realizing it didn't close quite enough to cover them... but maybe that was the aesthetic for the night, showing off his goods.

With a bit of a turn, Cody had to admit, he liked what he was looking at. Even without the mask, he could pull off the look. He'd have to dress as a punk more often. With his sneakers discarded, Cody sunk one foot into the big boot. It was roomy, but not so loose that it posed a hazard. With one foot anchored, he lowered the other into place. It took a little adjusting too, adding a good four or five inches to his height. Even that gave Cody a little bit of a thrill.

Despite the admiration of himself, Cody knew time was of the essence. The mask wasn't exactly his skin tone and he'd probably have to blend it a little. Maybe they had some makeup kits by the checkout stand. Cody reached out and picked up the warthog mask, looking into the glassy black eyes hidden behind the unusual sunglasses. The craftsmanship was undeniable. It felt like he was holding skin, not rubber. The hair looked absolutely real. The sideburns even had a different texture than the mohawk. The tusks looked aged and battered.

As Cody admired the mask, he became aware of an odd, almost sticky warmth in his hands. Cody's face tightened up as he went to drop the mask, but he couldn't. His fingers released, he pulled his palms back, but the mask was stuck. Cody grunted a little, pulling and tugging and stretching, but the mask wasn't budging. If anything, it seemed to be sticking tighter. Cody grunted louder and then strained with all his might.

"Ryan!" He shouted, but the sounds echoed so loudly he realized the dressing room was soundproofed. As Cody watched, the perfect mask began to melt, the colors seeping into one another as the details eroded, the hair liquified and the sticky, gooey mass stretched like taffy between his hands. Cody pulled his arms one last time, stretching the tendrils to the limit until they snapped free... but the goo didn't come off.

Cody watched in shock as the slime seemed to sink into his flesh, retreating from view, soaking into his palms until every last drop was gone. After such a violent, strange battle, he was left standing in the dressing room in his boots, torn up pants and his vest. He turned to look at the mirror in disbelief, trying to process what had just happened - but the eyes looking back at him weren't his own.

He watched the black of his eyes spreading out, taking over the irises and then the rest. He looked haunted, possessed, almost demonic. His vision went cloudy for a moment before it started to clear, bringing with it a heightened spectrum. His hair didn't just look blond, it looked radiant... blond at the roots, a coppery red at the tips. His skin seemed freckled and mottled, his vest had the most magnificent marbling of red and black. Even his fingernails looked different, a sort of ivory pearl hue compared to the usual clear.

There was a moment of uncertainty, a moment when time seemed to pause as if it had been trapped in amber, a moment of doubt that anything had truly happened. That moment came as a tingling spread across Cody's scalp, feeling like an intense rush that spread up the back of his skull to his temples. Cody inhaled sharply, watching as his unruly, messy, wavy mane of hair began to fall in line. The waves straightened out, the curls disappeared. Every strand, every follicle seemed to fall in line, sweeping out and up in one solid crest before it reached the front of his forehead and climbed up into an almost sort of pompadour, but the volume of hair behind it made it clear it was the thickest, most robust mohawk Cody had ever seen, and the shaved sides of his head only emphasized it further.

Cody stood before the mirror bare chested, wearing a punk vest and torn up pants, sporting the thickest, most badass reddish mohawk he'd ever seen in his life. He'd been going for a unique look and it seemed he was getting one. He leaned a bit closer to the mirror with a cocky grin on his lips, but his eyes narrowed a little as he realized there was a shadow on his cheeks. He turned his head, but the shadow didn't go away. It was stubble. He reached up to rub his cheeks and feel the sandy grit as the shadow crept out, spreading down in front of his ears before blowing out wide down his jaw bone.

The new look was intoxicating. Cody's heart was thumping in his chest, pumping blood through his veins. It spread down his chest, his arms, his legs, and his groin. His cocky grin began to grow bigger as his manhood did, waking it up from dormancy. His cock hardened in moments, fattening up as it rose, climbing its way to jut out in front of the changing eighteen year old's fit hips. At last the baggy pouch in the pants seemed to have a purpose.

All thoughts about getting to the party on time had fled from his mind, and the rushes of adrenaline, serotonin and testosterone were making it hard to even be afraid of the changes. A hand slipped down and worked open the fly of his new pants, drawing out his cock like a weapon. His fingers curled around the meat and he started stroking, sliding his hand back and forth in rough and wild fashion. His free hand continued to explore the growing stubble on his cheeks, feeling it soften just a bit as it got longer... and longer... and longer. It wasn't just stubble anymore, but dedicated sideburns - no, more than that. They took up enough real estate, it took Cody a moment to realize the name for them; mutton chops.

In a matter of moments Cody had gone from an Instagram twink to a mohawked punk with sideburns. He couldn't even begin to imagine what the next few moments would do to him. As he played with the hair on his cheek, it got thicker beneath his fingers, growing out to an inch, then two. It was still bristly, almost unnaturally robust. Cody gave it a tug and felt it grow even more, eliciting a moan from his lips as he slammed back into the wall of the dressing room. With one hand on his cock, he lifted his other hand up to feel just how tall his mohawk was now. It lifted up like the cliffs of Dover, almost doubling the height of his face.

Cody grunted harder, his back arching, his head tipping back, another surge ripping through his body. This one felt different, stronger and stranger than the first. He shuddered, feeling his entire body burn and throb, but as overwhelming as it was, it still was pleasure in ways he'd never experienced. At first Cody hadn't realized what was going on, but as his vest pulled apart, it became easy to see why. He'd been focusing on the growth of his hair, the swelling of his cock, but his entire body had been refining itself... and it seemed like it was just getting started.

As Cody's punk vest opened up, it revealed that the teenager's flat chest and stomach had been taking on their own definition. His stomach was pushing out as new muscles formed, but they were beneath a layer of fat that was protecting it. It rounded forward as Cody's pectorals thickened, looking out of place until his biceps and triceps started to swell. Cody's cocky grin only grew as he posed with his free arm, flexing his new gains.

"Fuck!" Cody grunted, his voice deeper than before. When he'd flexed, his cock had stretched again in his hand. He'd never been this hard, this long, this big... He flexed again, and once more his cock grew, but this time so did his balls. Cody panted and he let go of his cock, flexing with both arms, then he braced against the wall, doing a sort of standing push ups counterbalanced against his own body mass. It seemed his body was appreciative.

The changes accelerated dramatically, allowing his arms and chest and legs to bulk up. His tight pants seemed unusually accommodating, hugging his ass as it thickened. His cock surged outward, adding on another inch, then another, then another. It was thicker than a can of beer and jutting out over balls that were swelling to the size of oranges. Each passing moment brought more changes with it, marinating Cody's brain in testosterone. Thoughts of his selfies faded, worries about his followers disappeared, and concerns about doing anything other than satisfying his own urges faded away.

As much as Cody wanted to work on his own gains, when his cock pushed past thirteen inches in length, he couldn't resist. He grabbed on with one hand and realized how big he had gotten. With a heady chuckle, he grabbed on with his second hand and started to use them in unison, working his length. It only took a few strokes to realize that he had an opportunity that few men ever did. He tested the weight of his cock, lifting it up a bit before he pulled it to his stomach, bringing the fat, thick head up in front of his pecs. With just a bit more work, it stretched a little taller and a little fuller. Cody's grin widened before his maw opened wide to accept the gift before him.

Cody stood before the mirror a changed man. He'd gone from skinny, frail Instagram local legend to a punk with a mohawk as tall as his face and a cock bigger than a porn star's fever dream. He filled his mouth with the plump, fat head, suckling and savoring the flavor of his salty meat. It was beyond satisfying, fulfilling in a way he'd never known, but it was hardly over. His dark eyes were shut, his hands gripping his python, and still his body continued to change and warp, starting to mutate in ways far more insidious.

The tingling in Cody's scalp had become almost a comfort, allowing his brain to somehow cross-wire his lust and pride and libido together in some unhealthy link to his hair. His mohawk was taller and thicker than any he'd ever seen. Without looking, Cody assumed it had continued to grow, but this tingling was rooted in a different sort of change. The follicles were changing, being corrupted by a mix of magic and the implied science of his costume. The rusty reddish bronze color hair began to shift, taking on bluer tones to change his roots to a vibrant electric purple. It was subtle at first, almost like a gradient, but it began to work up the length, climbing inch by inch by inch.

Cody's massive plume of hair shifted from rust to purple, but so too did his growing mutton chops. As he took in more and more of his own massive meat, his thick and bushy sideburns took on the same vibrant hue, contrasting starkly with his freckled skin. Even the bush nestled against the base of his fat cock had gone violet, hinting that none of his hair would ever be the same again - and neither would he. As if he hadn't been experiencing enough pleasure before, new points of stimulation began to throb and tingle and ache. The punk's nipples went fully erect, and then somehow his balls did too.

Brain cell after brain cell was shifting its focus and drive. Nothing had ever felt this good, and nothing ever would. Whatever he did, it had to be in the pursuit of this feeling. He took as much of his own cock in his mouth as he could, but he wanted more, he wanted all of it. He was hungry, thirsty, greedy and desperate... and it seemed his body was ready to accommodate. A strange stiffness began to fill Cody's face, feeling at first almost as if part of his skull was getting erect. HE felt something stiff yet pliable brush up against the sides of his cock, almost like some sort of guide rails.

When the punk's dark eyes finally opened, he was met with a visage most strange and beautiful. He saw his massive purple mohawk and unruly sideburns, but he also saw the start of tusks rising up from his swollen lower lip. Somehow, watching his tusks grow up around his already monster cock made him even hornier. Cody's fingers were getting plumper and fatter as they worked his mammoth meat, but so too were his balls. Sticking out from his costume, they were hanging lower and fuller, growing rounder and bigger by the second.

Cody's face wrenched up in lust, overwhelmed by it all. Somewhere in his boots, his toes ached and throbbed, feeling slimy and sloppy as skin webbed together and toes began to merge. Keratin spread out, forming into hooves that protected his modified feet. His muscled ass began to part just a little as his tailbone began to push outward, growing new bones and ligaments and connective tissue as a tail began to drop down between his cheeks. The strangest change of all, though, came as Cody wrinkled up his nose, but rather than relaxing after, it seemed to keep going.

The instagram star's perfect nose wrenched upwards, showing off his nostrils. His septum thickened, but the outer bridge began to widen. His boyish good looks mutated and shifted as more and more flesh pooled into his face to form a broad, strong porcine snout. Cody's eyes watered a little as he felt a sharp stinging somewhere in there before a blackish silvery goo began to seep out, dribbling down over his septum before it linked together. The goo smoothed out, pressing away from his skin,forming into a perfect ring. As it began to harden, it took on more weight and a metallic sheen until it was a perfect ring hanging almost all the way down to his upper lip.

Cody was over the moon, feeling like he'd become a new man, or rather a new mutant. His cock was buzzing with energy and his balls seemed to be the generators. If that was true, then they were only growing more powerful. They had easily pushed past the size of kiwis, then plums, soon surpassing even the largest of oranges. His sack swelled, thick and leathery, a pouch ready to hold anything. Cody tried to hold on, to make it last, but his black eyes peered out of the strange sunglasses hugging his face. He wasn't Cody anymore, he was Bebop... He was a henchman, a mutant, a monster, and proud of it.

With that realization taking root in his brain, Bebop came and he came hard. His snout filled with the thickest, saltiest jizz he'd ever come across. He greedily squealed and snorted, gulping it down. It coated his throat and settled into his stomach, but it seemed he had so much to give that he could barely keep up with it. He came and came and came with no end in sight, but as his mouth distended a little, pushing out around the cock, giving him more room to work with, he found it just a bit easier.

Bebop came hard enough he could hear the spurts and splatters inside his mouth. He felt like he'd had an entire warm milkshake, then two, then three and his cum was still coming. It was so much that he started to feel over-full, even bloated... but his mutating body knew where it wanted to put that extra mass. Cody's perfect, washboard stomach began to stretch and distend as it was filled by so much cum. It pushed out from his vest, rounding and expanding inches at a time. His perfectly sculpted ass began to fatten up as well, as did his arms. Every part of him had robust muscles as a foundation, but the new layer of fat was making him even more menacing.

Drop by drop, Cody grew. He was large and in charge with more to love - and fear - than ever before. His skin had taken on a tougher texture like weathered hide. His hair was thick enough to withstand the elements. His hands were huge, his hooves bigger, and his cock the biggest of them all. He sat there suckling from his cock, his eyes looking in the mirror, admiring his new look. He had become something truly impressive, although his mind was barely starting to grasp exactly what that was.

****

Ryan stood in his own dressing room, looking down at the hands that had just absorbed a rather hefty rubber mask like it had been made of sunscreen on a hot sandy beach. His tank top hugged what muscles he had, the pants were oddly comfortable despite being a bit baggy, and he had to admit - he looked good in ammo straps... but nothing had prepared him for the strange supernatural quality of having his costume sink into his skin, nor could he prepare himself for the surge of testosterone that was coursing through his body, distributed with each beat of his heart.

The feeling was stimulating enough to make Ryan want to breathe in deeper and deeper, and as he did he became aware of an intoxicating scent. It had a kick to it, almost like cinnamon mints and summer straw, but as he filled his lungs with that aroma, it became clearer that it wasn't the costume shop, it wasn't even his costume... it was him. Ryan lifted one arm and took a whiff, met with the most manly aroma he'd ever smelled. He grunted and snorted a bit at that, his nostrils feeling a bit tight. He took another whiff, then another, then lifted his other arm.

Standing there before the mirror with his arms in the air, it was hard not to realize he was posing. A grin crossed his face and he flexed a bit, and as he did he felt an explosion of power surge through his body. It was almost enough to make him fall down. Ryan stumbled and moaned, feeling his arms bloat and thicken as he held them there, leading him to hold them there longer. His muscles started to burn, but he didn't stop. He wanted to fuel the fires, to increase the burn. He moaned harder and louder as he watched his arms bulking up, but the changes weren't limited there.

The sudden tissue growth that had bulked up his arms seemed to flow downward, pulled by gravity. Each breath filled Ryan's chest with air, but as he exhaled it seemed as though his chest wasn't falling. In actuality, new mass was forming beneath his pectorals and his stomach, pushing outward as his lungs contracted in. The result was that each breath seemed to make him swell bigger and bigger.

Sensations swirled through Ryan's head as he watched himself bulking up. It was like the fantasy of all the jocks at his school. He could only imagine how much they would have been jacking off watching themselves grow like that, or even watching him. His costume seemed to be adapting to the changes, taking them in stride, The shirt was tight, but no matter how thick and full his pecs got, it never cut into his flesh. It seemed that his costume really was one size fit all.

In and out, in and out. It was as if Ryan was getting high off his own scent. He loved the smell of his musk, but he knew there were ways to get more of it. He reached down to open his fly, although his fingers felt a bit numb and a bit pudgy. Still, he got the button open, then the zipper down, releasing more of that spicy, rich smell. He drew his fingers through his oddly bristly bush, really working up the hair before he sunk his hand down to wrap around his cock... only to discover that it was already at full attention and its mast was rising higher.

Ryan stood before the mirror, panting and huffing, heart racing, muscles bulging. He'd stacked on almost fifty pounds in the last two minutes, but he wanted more. He wanted to be an unstoppable force. He withdrew inch after inch of his cock until he brandished it all, admiring just how big it was. He'd never been that hard or erect before. It had to be at least ten inches long, although it seemed a bit small compared to the rest of him, and a bit far away. For a moment Ryan didn't understand why that was, but as the heat grew along his spine, he soon figured it out.

The sensation had started as a tingling like all the rest, but the more he focused on it, the more he realized what was happening. His spine and every bone in it was changing. The bones themselves were gaining more mass, pushing apart from one another. The sensitive cord inside was elongating and toughening up, the discs between the vertebrae increasing in size. Muscle groups stretched, his ribs pushed apart, and all over his body was adapting to support the new mass. Ryan was becoming something else.

A day before he'd been an ordinary teen with a car to cruise around town, enjoying his freedom. He'd never gone without his sweatshirt or his snapback hat, but now he was seeing himself for the first time.... He had a hundred pounds of just muscle on his already six foot give form. His skin was well tanned and well toned, the vaguely militaristic outfit clinging to him making him look like some kind of mercenary or contractor. There was some maturity to his face that had not been there before, even a wrinkle or two.

Ryan took a moment to stop admiring himself and reached up to feel his face, although he jumped a bit when the skin touched skin. His fingers were rougher than he expected, but his face was firmer as well. It was like there was a tough layer between the two, numbing the sensation and making it all feel far less fragile and far more resilient. Ryan felt his cheek again, then his forehead. It was all the same and almost like leather.

Every change was visceral, running deep, coursing through his veins and filling every synapse. He tried to be concerned, worried, scared, but all he could sense was this mix of pleasure and pride. He was sexy, he was strong, he was powerful... and he was horny. He was so horny. Ryan gave up every attempt to try and focus on the rest and wrapped his hand around his cock. It felt so strange to feel his rough, calloused fingers on his meat, but it wasn't enough. There was too much to wild one handed.

As the eighteen year old wrapped the fingers of his left hand around his shaft as well, he began to draw them both up and down. It felt good having that pressure and friction, but it could feel even better. He started to thrust his hips forward, then pull them back, working at cross purposes with his hands going in the opposite direction. The result was an amplification of the very satisfying feeling. It was a feeling that blended very well with the musk Ryan was exuding.

Forward and back, forward and back. Ryan even started to bump against the dressing room wall, eliciting thump after thump but it wasn't enough to dissuade him. If anything, he pushed off the wall for even more of a thrust into his tough, large hands. Ryan's eyes rolled into the back of his head as he embraced his deepest purpose. He felt like a beast, an animal, a creature that was meant for breeding and fucking and fighting. What else were all the muscles for? He snorted again, his skin starting to glisten with sweat, the heat in his body reaching a critical point. It was almost as if his blood was starting to boil, and as it did, the rest of his body began to shift far faster.

At first it seemed as if the light in the dressing room was getting darker, but it wasn't the lighting. It was the tint of Ryan's skin. His tan was taking on shades of gray in the most literal sense, losing the creamy complexion he'd been so admired for. It came in across his body all at once, though certain patches seemed to darken a bit faster than the rest. His nipples turned from peach to brown to an almost gunmetal grey, still hidden beneath his tank top. His fingernails seemed brighter and brighter in contrast to his darkening fingers, standing out almost like ivory.

Just as his arms and chest had grown, it seemed that Ryan was working out his next most important muscle - or rather, his cock. As he thrust and thrust, it grew and grew. It surged out past fourteen inches, then sixteen, then almost eighteen. The skin had been reddish purple with how much blood had filled the sensitive organ, but now it was becoming darker and grittier, taking on the grayish hue that dominated the mutating human - a human whose face was so lost in pleasure that he was completely unaware it was losing its humanity.

Ryan's hot breaths blasted over teeth that blunted and flattened. His face felt numb and vaguely throbbed as it began pushing forward. As his jaw elongated, it made room for his teeth and tongue to grow in size. His pointy chin came to an ever pointer tip as it stretched, and as his jaw pushed forward, so too did the rest of his face. His very skull and all the muscles stretched over it were growing and contorting. It became easier with each breath to huff his musk, his nostrils stretching outward into almost slits as his nose was exaggerated, becoming one smooth slope connected between his lips and his forehead.

A new pressure began to fill the cavernous space that was becoming Ryan's new skull. As the bones hardened again in their new shape and his ears began to poke out further from his head, twitching a bit as they took on more of a teardrop shape, his new 'bridge' of his nose began to pulse with his heartbeat, feeling as if his blood was pooling and gathering, as if the pressure was growing, as if he was having some sort of growing pain in his own head.

As tough as his new leathery hide was, it began to swell and grow irritated, reddening in two spots as something beneath rubbed back and forth, irritating the skin more and more, struggling and straining until finally the flesh could take no more. An ivory nub erupted from his nose, followed by a smaller one just behind it. Without the need to contain the protrusions, the skin began to heal again, anchoring down tighter and firming up again as the ivory began to unspool, climbing up, growing and stretching just as triumphantly as Ryan's erection had.

What had started as a trip to get the perfect last minute costume had become something else entirely, and so had Ryan. He was no longer a human. He had mutated into his costume, taking on the properties of a rhinoceros. His muscles were huge, his stature and his cock even bigger. A slight tickle came across his shoulders as he lost his precious mane of hair, replaced with the tough scalp of a hardened mercenary. Ryan found it so easy to breathe with his new rhino nose that he filled his chest full of the musk soaked air and let out a rhinoceros bellow of pleasure, indicating that he was more than ready to mate.

****

The door had been locked, the curtains drawn. The number of thumps, bumps and growls coming from the dressing room indicated that everything was going well. Kyle wished he could say it was according to plan, but he never could have planned anything that perfect. For years he'd been the outcast, the outsider, looking at all of his classmates and not being able to relate. They didn't see the world the way he did. They didn't understand that magic was so easy to obtain, to harness, to wield... especially on a night like Halloween. He'd admired and envied the kind of connection that Cody and Ryan had, and honestly he'd never want to take that away from them... but that didn't mean that he didn't want to be a part of it.

Kyle reached up and took the hair tie from his hair, letting the long black locks free. He shook his head to let it cascade down to his shoulders, draping across the tight gray mesh shirt he'd pulled on. The utility pants were a tighter fit, lifting his ass cheeks up. He bent down and pulled on the spiked knee guards, then the elbow guards. The plate armor clipped into place on the mesh shirt. Kyle could already feel it coming, flowing through his veins.

His honey colored eyes looked at the thick combat boots as he tugged them on and strapped them into place. He pulled on his gloves next, flexing and wriggling them as his fingers sunk in. Kyle murmured as he felt his muscles throb and pulse, aching with the power of workouts he'd never actually done. The sleeves of his shirt tightened as his biceps and triceps bulged. His nipples hardened, his calves thickened, and those tight pants stretched as his ass firmed and hardened.

Kyle had never tried to be one of those boys, but maybe that had been a mistake. He grunted harder, feeling his pecs fill out, pushing forward bit by bit beneath the plate armor. His feet throbbed as they stretched longer, wider and thicker. He grabbed a piece of purple material from the counter, a fabric cowl. He pulled it down until it was snug across his face, leaving only his honey colored eyes and their dark outline visible. He then reached out for the crowning jewel to his costume, the metal helmet. There had been many versions over the years, but there were always certain traits that made it stand out. There was the sloped back spike curving over the head, the dominating brow jutting over the eye holes, and the menacing mouth guard. Kyle lifted the helmet up and held it in place before finally lowering it down. It came to rest on his head like an old friend, finding a snug fit.

The changes that had started in earnest accelerated abruptly. He reached out, grabbing onto the counter for support, grunting hard as his arms bulged and his hands grew. His spine began to lengthen, making room for even more of his abs to form and develop. His pecs were almost surprisingly large, but they were the anchor points for his beefy, thick arms. The costume shifted and strained, wrapping around his body, falling into perfect shape... except for the baggy pants. Any leader had to lead his troops by example, and it seemed that the Shredder was no exception. Kyle exhaled slowly, feeling the blood rush into his groin, bringing new vitality to his manhood.

The eighteen year old's cock began to swell and grow, pushing out longer, extending inch by inch. It wasn't even fully hard, but already it was as thick as a can of soda. It snaked its way down into the pouch of his pants, curving over thickening, fattening balls. Only the metal armor hanging down from his belt protected it, otherwise it surely would have been a vulnerable spot. The testosterone surging through Kyle's system made him grunt, then grunt again. Each utterance revealed that his voice was dropping, taking on sinister tones. His eyes revealed more bravery, more determination. His fingers dug into the counter hard enough to start carving grooves with the sharp tips of his gloves.

Kyle had been as tall as Cody to start, but it had only taken seconds to reach six feet in height, then six five, then almost six eight. The Shredder was shredded, his arms with muscles that looked like they were carved out of granite and his chest even more impressive. His ass looked tight enough to crack walnuts. As much as Kyle enjoyed the change, though, he felt everything starting to gel. He had the heart of an athlete, the responses of a well trained assassin. He had grown into the kind of leader his mutants needed him to be, and he was ready to lead them. Kyle turned, looking at the dressing rooms.

"Bebop! Rocksteady!" He growled, his voice deep enough to make the windows rattle. The thumps and bumps grew louder until the dressing room doors burst open, allowing the nine feet tall behemoths to stumble out, their cocks still on display. Both young men had been transformed, leaving no trace of their original lives behind. They were huge beasts, a warthog and a rhino, ready to cause havoc. Laying eyes on Shredder, though, they sobered at once.

"Boss.... You look amazing..." Rocksteady grunted.

"You did not see me in your old lives... but now you face The Shredder." Kyle murmured before he drew open his pants and revealed a manhood too large and too thick to adorn any mere mortal. It was a weapon, it was powerful, it seemed like a natural extension of the muscled, mysterious villain that sported it. The head glistened with slick pre and it made Bebop's mouth water.

"Boss, can... Can I have a snort?" Bebop asked, having only the faintest memories of his life before. The Shredder gave a slight nod and that was all it took for the warthog to drop to his knees and fill his snout with cock. The thick meat slid between the double set of tusks, grinding against the roof of Cody's enhanced, mutated mouth. Kyle shuddered as he felt that wet, sloppy, slimy tongue massaging the underside of his tool. He reached out and grabbed onto that thick, robust purple mohawk with his sharp tipped gloves, getting a good grip. He yanked the warthog's head back and forth, deeper and deeper until his henchman took one good swallow and let the cock slide deeper than either thought possible.

"They say Rhinoceros horn is considered to be an aphrodisiac... Now your fate will be his!" Shredder commanded, looking at Rocksteady, a glimmer of Kyle showing through. His free hand moved and the Shredder's combat pants dropped, revealing the twin globes of his muscled ass. They were plump, thick, almost succulent. Even with his loss of sense of self, it was enough for Ryan to figure out what he was meant to do.

The mutant Rhino grabbed onto his fat, grey leathery cock and hoisted it up, letting the gratuitous amount of pre dribble down the sides. He gave it a few strokes to smear the pre as lube before he pushed forward, ready to fulfil his leader's wishes. Kyle groaned softly, feeling his cheeks parted by the mammoth meat. Part of him wished he could have done this as a human... The idea of being between Ryan and Cody would have been hot, but now? Now they were something better and stronger and stranger.

"There will be no mistakes this time..." The shredder murmured to no one in particular as he buffeted forward and back. He was uniquely strong enough to withstand Rocksteady's thrusts as the rhino really started to go to town, grabbing onto the Shredder's hips as he fucked him. Bebop, meanwhile, had practically become some dark void, drawing in his master's huge cock. He bobbed his head up and down, smashing his snout into the Shredder's dark bush, inhaling the aroma of man and sex and power.

The entire shop started to smell of sweat and sex, of musk and heat, of power and pleasure with the spice of villainy. Ryan and Cody had nearly lost themselves in their new identity, but as the leader Kyle was more prescient. His mind was merging with his costume's, swirling together, becoming something new. He had the power to change people, to mutate them, to bend them to his whim. The city would belong to him and his henchmen. Everyone would respect him, and it all started with his two new servants.

Kyle looked down at the Warthog furiously fisting his own cock with one hand while holding onto his boss's cock with the other, sucking it down like the greedy pig he was. The leader felt the rough, club like dick spearing deep into his intestines, powered by the unstoppable force of the rhino behind him. They were handsome, they were manly, they were punk, and they were his... That thought alone propelled the Shredder over the edge. He let out a triumphant growl as everything seemed to happen at once.

The Shredder's immense balls tugged up just slightly as countless vessels contracted and the surge of his seed began. His cock pulsed and thick semen began to erupt and gush from the head of his oversized cock. The orgasm raged through Kyle's body, making his muscles spasm. His heart raced, his chest heaved, but most of all his ass convulsed. It began to massage and milk the rhino cock inside, adding the last bit of stimulation that pushed Rocksteady to the brink as well.

A deep, deafening grunt issued forth as Ryan threw his head back as he came, his eyes clenched shut as his grapefruit sized balls unleashed their potent prize deep into the Shredder's bowels. His thrusts became uneven, even sloppy, but his hard cock churned that cum inside of Kyle, working it into every nook and every crevice. He held on, barely able to keep his center of gravity as he came, feeling as if he finally had lived up to his life's purpose. He existed to serve The Shredder in every way, giving him his body and whatever remained of his mind.

Realizing what had possessed the other two males, Bebop began to cum too. His cock began to spurt and fountain his fowl cum, but he pulled his head back just enough to let the Shredder's cock rest between his tusks and fill up his maw with that delicious salty seed. He savored it, letting it soak and saturate his mouth, rolling over his tongue and filling his mouth until it dribbled out of the sides, flowing into his bushy mutton chops. Not wanting to waste a drop, he began to gulp and gulp, swallowing it down, taking every ounce the Shredder had to give.

Moments past, slipping by in a nearly incoherent fever dream of an afterglow so bright it threatened to blind them all before it eventually started to fade. Bebop collapsed back on his fat ass, panting, drooling, grinning like a lunatic. Rocksteady slipped back before kneeling down, reverently making sure the Shredder was cleaned up with his tongue before he sat down as well. The Shredder stood there, panting, sweaty, feeling both elated and sweaty at the same time. The gears of his mind turned as he looked at his two henchmen and felt the magic that had started all of this still surging beneath his fingertips.

"What are you two doing just sitting there! You came here to prepare for our most important target yet. We... have a party to go to." Kyle declared in his deep, booming voice. Even though his mouth was covered, it was clear that his honey colored eyes were smiling a devious, mischievous grin. Bebop and rocksteady sprung back up to their feet, steadying themselves. The Shredder pointed to their groins, forcing the warthog and rhinoceros to hastily pack away their huge cocks before he did the same. Kyle was pleased that he'd given each costume extra room, otherwise they'd never be able to make it out on the streets. With one last check to each of their costumes, the Shredder led his two henchmen out of the shop and into the night, ready for their next conquests.

Behind them, the heavy old door swung shut and left the costume shop with its haze of creamy yellow glow. The displays started to shimmer and shift, the inventory altering itself. It had sought out a soul like Kyle's to make its desires manifest and it had grown more powerful with the lives it claimed, but that hunger and need knew no limits. It craved more souls to taint and corrupt, and it knew the perfect bait. The costume shop merely needed more humans seeking out that perfect last minute look.