Life in Mayview wasn't so bad, really. Max had been dead-set on hating the unfamiliar town the moment he first discovered that his literally-an-eight-year-old father had decided to uproot the three of them and move them here. Various events, including but not limited to discovering ghosts are real, beginning to secrete black gas, and gaining powers of one of the fundamental forces of physics (i.e. electromagnetism - or, rather - at least half of one of the fundamental forces), had made him forget his goal, and Max found, rather against his will, that he was adjusting to life in Mayview rather well.

He'd wake up (on time) in the morning, eat whatever meager and invariably unhealthy breakfast his father prepared, walk to school, occasionally be forced to do the morning patrol (which, luckily, only sometimes involved actually fighting any spirits, and usually consisted of dealing with whiny ghosts' complaints), desperately avoid Johnny, et cetera, et cetera. School was manageable, his social life adequate, and spectral business had yet to kill him.

Max's only real trouble, the only thing that he felt caused him significant amounts of stress, was P.E. It wasn't that he struggled at all with the activities they did (he was, after all, a developing parkour artist, and that's not exactly a skill that lends itself to inactivity and being in poor shape), although it was annoying that he had been relegated to being on the cross country team rather than getting to choose what sport he wished to participate in (Most kids sign up at the beginning of the year, but as Max was a transfer student, he was simply shoved in where there was room for him in the class and in his schedule). No, it wasn't the physical activity that made him nervous.

It was the locker room. 6th grade back in Baxborough was different; there was P.E., sure, but it was in the elementary style. No locker rooms or showering, just 45 minutes of some inane, childish, state-mandated physical activity. But 7th grade is the big leagues now; not only did he have to choose an actual sport to play (rather than the menagerie that all elementary students were expected to do) but he was also being forced to change and shower in the locker room.

Max wasn't a child. He wasn't immature (okay, he wasn't that immature). He wasn't grossed out by the thought of other naked boys, and he didn't giggle like a child at the mention of the word "penis." Dicks were normal pieces of male anatomy and he shouldn't be squeamish about it.

But goddamn the thought of being naked around other boys scared him! He didn't know why, exactly. But it gave him this disgusting, tingly feeling in his stomach that made him feel like barfing up the entire contents of his abdomen, and the worst part was he had no idea why. He didn't think that he had inadequacy problems. Well, maybe he was small "down there," but it wasn't something he thought about too often and he wasn't totally sure what "average" really was anyways. He knew mentally that there shouldn't be an issue, but his subconscious just didn't agree.

He managed to avoid it the first day. Just a stammered apology to Coach Green ("Oh! I'm sorry sir, I didn't know I had gym today! See, I don't have any clothes to change into!") who reluctantly allowed him to sit out, and then a show of nonchalance to his new-made friends, pretending the whole thing was just to get out of physical activity.

After that, though, it was unavoidable. As the bell signaling the end of 7th period rang, Max knew there wasn't a way out of it. He filed into the gym's boys locker room along with his classmates, trying his hardest to look nonchalant and indifferent despite his quickly beating heart. Boys took their place at their lockers, and began pulling out their work-out clothes. Max went to the his own locker, located in the furthest corner of the room, the only one that was not taken when he joined the class, and began doing the same.

Other boys began pulling off their shirts and pants, most still fairly calm looking, but almost everyone keeping their eyes above the horizon. Max took a quick furtive look around as he continued messing with his things in his backpack, stalling for time. Most everyone was down to their underwear by now, some still messing with their things like Max.

Collin and Dimitri were the two boys closest to Max whom he recognized. They were chatting quietly to one another, Collin evidently upset over something inevitably-Suzy-related and Dmitri was shrugging his shoulders. Collin was short and was wearing naught but snow-white briefs; his body was still that of a child: waifish, short, and totally hairless. Dimitiri was almost his polar opposite, standing heads above his companion, and alarmingly hirsute. His arms and chest were well-developed muscularly, and his chest even had some wisps of hair on it. As he lifted his arms up to pull on his teeshirt over his massive afro, small jungles of hair burst from his armpits. He, unlike Collin, was wearing boxers, and even through the loose fabric something seemed to bulge out the front impressively.

Max darted his eyes away when he realized that he was potentially scoping out a classmate's junk, and they instead settled on Jeff and Cody, whose lockers were almost all the way on the other side of the locker room. Jeff was shouting loudly enough that Max could hear him all the way from across the room, although his words were too indistinct to actually be understandable. He was gesticulating wildly, still completely undressed and wearing Spiderman underwear. He was very slight physically, and from what Max could tell, was just barely above Collin developmentally-speaking. Cody, on the other hand, was lean and lithe, his torso and abs already showing hints of definition. He was still hairless, from what Max could discern, but his tighty-whiteys bulged out impressively for a 12-year-old.

Max again was snapped to reality as he felt a tingling sensation in his underwear and he felt his cheeks flush with embarrassment that he was actually being aroused by seeing his new classmates strip. Everyone else in the locker room had by now at the very least taken off their school clothes, and a good portion of them were already dressed for whatever sport they were preparing to play. Realizing that he was the only one not yet even begun to change, Max quickly took off all his things, revealing his own fairly cut torso (thank you, parkour), and his own underwear (which he noticed, while certainly more impressive than Collin, concealed a bulge massively inferior to that of Cody or Dimitri), and pulled on his gym clothes. He then joined the steady stream of people exiting the locker room.

As he walked back into the gym, suddenly a voice from beside him said, "Hey, what's up?" Max jumped slightly at the sudden question, and turned his head to see Isaac walking beside him. He hadn't remembered seeing the redheaded spectral changing, but now that he thought about it, the other boy had been in the same gym class as him the other day.

"Not much, dude," Max said, shrugging, "I didn't see you in the locker room; where the heck did you change?"

Isaac's cheeks instantly went red and he looked down at the ground, "I change in a bathroom stall…"

Max's face broke into a Chesire-cat grin, as he prepared the snarkiest comment he could think of. But he stopped. He himself had been deadly afraid of changing only ten minutes ago; was it right to make fun of Isaac for the same reason? No, it definitely wasn't, but Max was going to do it anyways.

Before he could get even a single word out, however, Coach Green's whistle interrupted his thoughts, and the middle-aged, overweight coach began shouting instructions at the collected group of boys.

As it turns out, "cross country team" is code for "run laps for 45 minutes so that Coach Green can focus on kids he actually cares about, ie the football team." Kids took this task with varying degrees of severity. Jeff ran at an all-out sprint the entire time, his hair flopping about in the wind and a large cloud of dust flying out behind him. Cody kept a steady jogging pace. Collin started out trying his hardest, but within three laps he had slowed to a walk, panting and sweating, beside Dimitri, who had been walking at his easygoing, slow pace the whole time. Max started out running as well, less out of enthusiasm for the sport, and more to ensure that he wouldn't suffer any of Coach Green's shouting.

He noticed after a while that Coach Green was indifferent to everything that the running kids were doing, and also that running laps was mind-numbingly boring. Gradually, Max slowed from a run, to a jog, to a powerwalk, and finally just to a stroll.

By some trick of fate, or perhaps just by his own subconscious, he finally fell into a walk side-by-side with Isaac, who had, from the very start, been walking. That struck Max as odd; Isaac didn't seem like an athletic powerhouse, sure, but it didn't seem very characteristic of the earnest young spectral to give up from the beginning.

"What's up man?" Max inquired amiably as he slowed to a walk beside Isaac.

"Nothing." The redheaded spectral seemed uncomfortable.

"Any reason you've been walkin' this whole time?"

The other boy stiffened slightly, but shrugged his shoulders, "I- I dunno, I mean, what's the point? It's not like Mr. Green cares at all… Plus I'm wiped from this morning."

It was a perfectly plausible explanation, the morning had been hectic to say the least, between Johnny's moronic chase and that stupid sphinx, but Isaac was such an abysmal liar that Max saw through it right away. It hardly seemed worth pursuing right now, so he filed it in his mental folder under "things I might be able to use to make fun of Isaac for later."

The two fell into easy conversation until the end of the period, chatting casually about nothing in particular (in truth, most of the conversation was Max making fun of Isaac in more and more childish ways, much to the latter's rancor). Til finally Coach Green's whistle signaled the end of class. It wasn't til Max walked inside and felt the cool air hit his body that he realized just how much he'd been sweating. His shirt was near-soaked and the damp fabric felt incredibly chilly against his skin now that he was inside, amidst the throng of similarly perspiring preteen boys.

"How is it we managed to sweat so much when we were walking practically the whole time?" Max asked bitterly, turning to Isaac… only to find that the other boy had disappeared. Max looked around in the crowd as it filed into the locker rooms, but the redhead was no where in sight.

Oh well. The kid was just weird.

As Max walked through the door to the locker room, he suddenly remember his earlier anxiety. Inside, several boys were already at their lockers, undressing. Oh yeah. Showers. Max made his way to his locker, past classmates in various stages of undress. Max opened his locker and went back to the good old "pretend to be rooting around in your bag" schtick as he took stock of how the others went about this.

He saw the majority of them pull out their towels from their bag, and then strip to their underwear. Most took the modest approach of wrapping their towels about their waists and then pulling off their underwear before starting to make their way to the shower room, minimizing the amount of time they had to leave their package on display.

Jeff, on the other hand, yanked his clothes off and went running towards the showers, towel trailing behind him, prepubescent dick all a-flopping around, totally shameless. Cody followed behind him, towel around his lean waist, shaking his head.

Max's stomach started roiling as he watched the boys around him all undress. He felt a nameless discomfort throughout his whole body, and he knew he should look away and start getting undressed himself, but he couldn't. The thought of it made him impossibly embarrassed, and in his pants he thought he felt a twitching-

"Hey, Max, are you alright?" Collin asked politely, towel wrapped tightly about his own waist. Dimitri was next to him, pulling his underwear off of his feet, his respectable package and incredible bush on display.

Max felt a further tightening in his pants, and his stomach's queasiness increased threefold. "Umm, I think I have to go to the bathroom," he murmured and ran towards the door.

"Aw, poor kid is shy," Dimitri said, lugubriously pulling out his towel and wrapping it around himself.

"Don't make fun," Collin chided as the pair walked towards the showers.

Max paced back and forth in the handicapped stall, cheeks flushed from embarrassment and dick completely soft. He knew that nudity shouldn't be a big deal, that there was nothing overtly sexual about showering with other boys, that he had nothing to be ashamed of. But the last thing he really expected was to be turned on by it.

Max didn't think he was gay. Or well… he wasn't totally sure. He wasn't really even certain how you're supposed to know. He liked girls, he had had crushes and stupid day-long relationships in elementary school. He knew about sex, and masturbation (an activity that he had slowly grown addicted to over the past several months after he had his first incredibly-awkward conversation about it with Doghouse back in Baxborough). It didn't make him gay just cause he occasionally thought about guys, right? He knew that most boys his age were quote unquote "curious", and that's all it was, right? Curiosity?

He continued pacing. He felt stupid more than anything, and embarrassed. He made himself look the fool in front of his new friends (though, then again, it probably wasn't as bad as it would have been if he had popped a boner in the showers). By now most of the boys had probably already finished showering and were redressing. Max sighed. Well, maybe he could just wait til they were all gone and shower by himself; he had PE last period anyways, so he wasn't going to be late anywhere.

The locker room was quiet by the time Max finally deemed it safe to return. All the boys had finished, left, and were probably getting ready to head home by now. Max, at ease now that he was alone, pulled off his clothes quickly, absurdly still feeling shameful enough that he had to cover himself with a towel as he walked towards the showers.

As he approached the shower room, though, a gaping flaw appeared in his plan.

A shower was still running.

He heard it before he saw it, the sound of a running showerhead, pitter-patting against the tiles. Max paused at the entrance to the showers, which was one of those infuriating doorways that have no doors in them. Who the heck was still here!? Or did someone just leave the water running as some kind of joke?

Max sidled up to the door frame, where the flooring and walls shifted suddenly to tiling, and slowly began to peek his head around. The showering area was a rectangle, roughly two and half times as long as it was wide, making it uncomfortably narrow and long. Showerheads lined either side at several-foot intervals. From his position to the left of the doorframe, Max could see the entire opposite wall of the shower room, but of course every one of those showerheads were off and vacant. The sound of the singular running one was from the same side of the door that he was one, the left, necessitating that Max actually stick his head past the doorframe to see whoever it was.

As he slowly pushed his head farther into the plane of the door, more of the room became visible to Max. First the entirety of the far wall, then the corner of the room and the final showerhead. As he slowly peek further and further around the door, pushing his head more and more uncomfortably far into the room, he saw more and more of the showerheads. With each empty one that came into his line of sight, Max's nerves got tighter and tighter.

Finally, fed up, he leaned out just a bit farther from his position beside the door and stuck his head fully inside, bringing the entirety of the left side of the room into view. He nearly laughed when he saw who it was.

There, facing away from Max, his bright-red hair-spikes slightly floppy from an excess of water but this in no way concealing his identity, was Isaac. Max withheld his giggles; the boy was so nervous to shower with others that he waited til all of them were gone to do it! (Max had apparently forgotten that this is precisely what he was doing).

Isaac still was facing away from Max. Water cascaded down his body, sluicing over his hair and down his back and over the round hump of his butt. His arms were pale enough, but his back, so often covered by a shirt, was paler still, and his butt and upper thighs were pure creamy white. He was ever so slightly chubby, babyfat still left over that hadn't been burnt off in the beginnings of puberty, and his buttcheeks were round and full, hairless and totally free of blemish.

Max suddenly realized that he was staring at Isaac's ass, and averted his gaze. The boy's legs were much the same, smooth and hairless, not yet touched by puberty. There was a very visible tan line right above his knees, and between his legs…

Max wasn't able to process the sight for several seconds. It wasn't a matter of disbelief, but of actual inability to figure out what he was looking at. Suddenly, the redheaded boy turned, presumably to expose his back to the gentle thrum of the water, and Max was given a full-frontal of the sight that had been confusing him.

There, from Isaac's hairless, pale-as-moonlight crotch, dangled the largest penis Max had ever seen. He stared for several seconds, as Isaac, eyes closed, leaned his head back and let the water splash over his hair and face. Max had heard crude jokes in the past about guys who look like they had "a baby's arm grasping an apple," but the beast swinging between Isaac's legs dwarfed that by a mile. It hung low, easily to the boy's knees, and was near as wide as one of his thighs. The massive tube was shades darker than Isaac's skin tone, and veins bulged out along its length, snaking their way up towards the head. He was uncut, and the thick foreskin covered almost the entire head, so that only the tip of the glans and the meatus were visible. His balls were equally massive, swinging low and ponderous in a loose sack. They hung slightly higher than his cock, and were knocked by his legs everytime he shifted his weight. They were huge, even in relation to his hyper-sized dick, easily the size of cantaloupes, each.

Max was frozen, watching Isaac shower. The water ran down his body and over his massive endowment, dripping from the end in a steady stream. Everytime he moved beneath the showerhead, a small shockwave went through his genitals, causing them to sway and jiggle, ever so slightly. Max suddenly realized that he was rock hard beneath his towel.

He broke his gaze and snapped back around the corner, back still pressed firmly against the wall. He dropped his towel and looked down at his own manhood. He was suddenly aware of how small he was, how undeveloped his body was. He wrapped his hand around his shaft, circling it easily and nearly concealing its length totally in his hand. It was throbbing hot to the touch, and Max's cheeks were flush. He squeezed. How big was it? He never thought to measure til now. 4 inches, maybe?

Max poked his head around the corner again, kneeling on the ground and never letting go of his willy. Isaac was bent over, picking up a bottle of body wash. His legs were spread, allowing his prodigious package to swing beneath him, and with his body positioned as it was, Max had a direct view right between his asscheeks. He blushed deeply, or deeper than he had been anyways.

Isaac stood back up, sending his dick a-swinging once more as he squeezed a generous helping of soap into his hand. He set the bottle back down, and began to work the soap into a lather on his chest. He scrubbed over his torso, and into his hairless armpits, then reached behind his back to scrub there as well. Then he moved lower, over his belly, and then bending down to get each leg, covering every inch of skin. Finally he stood back up, and his hands went to his crotch.

He went around it first, soaping up the entirety of the pubic area, and then lifting the heavy package up (balls and dick both) with one hand while scrubbed behind it. Then he let go, letting it flop between his legs again, the massive head knocking against his sudsy knees. He grabbed one huge testicle in his hands, the huge sphere easily filling them, and then the other, coating each with soapy bubbles.

Only after every other part of his body was thoroughly in a lather did Isaac begin work on his cock. He gripped the base in one hand, unable to encircle the girth, and lifted it up, then stroked up and down the length with the other hand, spreading the soap along it.

Isaac's lips parted and he let out a soft moan, barely discernable over the sound of running water. Max realized quite suddenly that he was pumping his own erect cock as he watched the redheaded spectral shower. Isaac ran his hand all along the length of his dick, over the thick, bulging veins all the way to the head of the monster, which he actually had to reach to grasp. His fingers danced over the foreskin, then gripped and tugged it back, revealing more of the pink, fleshy glans. He moaned again, slightly louder, and then released his dick, allowing it to flop between his thighs once more, the head covered again.

Max noticed something strange, Isaac's cock seemed… bigger, fatter. He studied it closely for a moment. He wasn't… getting hard, was he? Isaac didn't touch his dick, just stood and stared down at it. The beast pulsed once, growing just a hair thicker and longer. Then again, pushing down just past Isaac's knees, the foreskin rolling back ever so slightly over the expanding head.

Isaac shuddered, and, still not touching his junk, began to swing his hips slowly back and forth. The ponderous cock swung, first to the left, then, striking his thigh with a soft slap, to the right. Every moment, in time with Isaac's heartbeats, the monster throbbed, growing just a bit bigger. After a few seconds it was beginning to lift slightly off of Isaac's legs, its weight still bogging it down, even as it went back and forth like a meaty pendulum. It gained up momentum, each swing now causing it to hit Isaac's leg with a thunderclap of flesh on flesh, and the massive dick was steadily pumping up now, each throb causing it to lift up and then descend slightly.

Isaac stopped swinging his hips, but his chubby, still facing downwards but jutting out in front of him like the hypotenuse of some perverse right triangle, continued swinging, back and forth, its oscillations lessing slightly til it was just bobbing right in front of him. Despite hanging at an angle from his body now, the dick still stretched down past his knees, easily 5 or more inches longer than it had been only seconds ago, and almost the entirety of the hick, pink head was revealed now.

Isaac grabbed it about its midpoint. Its girth was so great by this point that he couldn't encircle it even with both his hands, but nevertheless he pulled it up til it was flush against his belly… and his chest, long enough to reach all the way past his nipples. He looked down, staring his semi-hard, and still growing, cock right in the eye, and then kissed it. The redhead wrapped his arms around his dick in a grotesque bear hug and began stroking it up and down as it continued to harden. His lips ran over the head, adding his slobber to the cascade of water still running down his frame and over his cock. As the cock expanded, inching farther and farther up his chest, Isaac was forced to lean his head over less and less to reach it with his mouth.

The thing throbbed and pulsed, growing larger and larger as Isaac's hands played over it and his mouth sucked and nibbled on the fully-exposed head, til finally, the tip now even with Isaac's mouth, it seemed to finished its expansion. The monstrous beast still throbbed and pulsed with every beat of its owner's heart, but it seemed to have reached its final, turgid length.

Max was viciously jacking his own boner. He didn't know what the hell he was doing. This was weird and wrong and downright impossible, and he felt like he should stop, but he just couldn't, it felt too good and oh god the sight was just so HOT.

His hand moved faster and faster, he closed his eyes and leaned his body against the fram of the door, focusing only on his masturbation, until-

Max let out a loud, long groan and he orgasmed, watery, clearish semen bursting from his dick and dribbling over his clenched fingers. He breathed heavily, caught in the afterglow of his orgasm… that is, until he heard Isaac gasp.

Max opened his eyes and looked up. He realized that from his initial concealed position behind the door, he had managed to slowly move almost entirely into the doorway over the course of his peeking, and what he was doing was more or less obvious to the redheaded preteen now gaping at him.

Isaac, for his part, had let go of his dick the moment he heard, and consequently saw, Max, and the massive dick, despite its turgidity fell forward under its own weight, dipping below horizon before snapping back up where it now sat bobbing up and down like a recently-used diving board. Isaac blushed deeply, and tried, in a pathetic and useless display of modesty, to cover his massive erection with his hands (a task made especially hard considering he could barely even reach the tip with his hands where it jutted out feet in front of him).

"M-Max! W-what are you doing here!?"

Max covered his massive embarrassment and insecurity with snark, as always, "Kneeling on the ground and jacking off, whatsit look like?"

Isaac continued on, desperately trying to make an excuse, apparently too wrapped up in his own panic to even process what Max had said, "I-I was just! This isn't what it looks like!" He stopped, his face suddenly confused, "...Wait. Did you say 'jacking off'?"

Shit. He hadn't even noticed. Max looked down at his hand, still gripped around his now-soft dick. Maybe he shouldn't have said anything. "Don't make this about me!" Max accused, releasing his dick and pointing a still-slightly-cum-coated finger at Isaac, "This is about you telling me what's up with Isaac Jr. there!"

Isaac sighed, his head hanging (Isaac Jr. mimicked the motion, drooping slightly lower as its began to soften). "I guess the cat's out of the bag, huh?" Isaac said defeated, "This is a side effect of my possession… I think. I guess it could be totally unrelated to the spirit living inside me slowly changing different aspects of my corporeal form that started to affect me at the same time as said spirit, but that doesn't seem likely.

"It started right after I was possessed. I used to be average-sized, but then one day I noticed it was a little bit bigger. At first it was cool, right? I thought I was just growing up. But then… well, it wouldn't stop. I grew past 8 inches, 10 inches, and eventually right past the end of my ruler. My junk got so big it didn't fit in my underwear and I had to stop wearing them, except then after awhile it became so frighteningly obvious that I had to just ask my mom to buy me boxers, so at least the, um, 'twins' would have some room. It got to the point where I couldn't sit down on the toilet without keeping the thing in my hands so it wouldn't fall in, and by that point the idea of changing, much less showering, with other boys was just impossible." Isaac sighed, his dick not yet totally soft, but drooping ever more, "And that's how we got here."

Max had settled to sitting criss-cross-applesauce on the tiled ground, listening to Isaac's tale with rapt attention, his face a stone mask. "But Isaac," he started, slowly and softly, "Mediums don't use tools right?"

Isaac nodded slowly, "Well… yeah, that's right."

"That's weird," Max said, now struggling to keep his serious face, "'Cause it looks to me like you have a really big tool!" Max burst out into a laughing fit, and Isaac screamed and grabbed his head. "I hate you, Max, Ihateyouihateyouihateyou!"

"In fact," Max said, bobbing up and down and giggling with glee, "You seem less like a medium, and more like a large! An extra-large, even!"

"Shut uuuup! These are the same stupid jokes you used this morning, Max!" Isaac still had his hands on his head, tugging his hair in frustration.

"Yes, but they're funnier now, recontextualized in light of you having a freakishly large dong."

Isaac let go of his hair, and sighed. "Do you really think I'm a freak?" He asked, softly.

Max paused, "Uh…."

"Honestly, I- I'm kind of scared, Max," Isaac's voice was quiet, barely audible over the sound of still-splashing water. Max's laughing had ceased totally. "This… thing hasn't stopped growing yet. I'm still getting bigger! I can't hide forever. People are going to think I'm a freak, and no - " He stopped, blushing.

Max tilted his head, "What?"

Isaac blushed deeper. "N-no one's going to like me. Everyone's going to think its disgusting."

Max bit his lip, and suddenly without any conscious thought, words were jumping from his mouth, "Man, you've got it all wrong." Oh gosh, what was he even saying? "Do you have any idea what I was just doing watching you? I was fapping as furiously as I could. That dick is hot, Isaac. You're hot." Max had no idea what he was saying, but was also strangely surprised to find that all the things that had just came out of his mouth like word vomit were also true. The pit of nerves in his stomach grew smaller as he realized that Isaac was hot.

Isaac for his part, simply stood there looking flabbergasted, but his cock, still semi-hard but drooping low, almost as if pricking up its ears to listen, began to rise back up as it heard itself being praised. "I- Uh- … really?"

Max forgot his nerves and his doubts, better to just plunge on ahead, he was in too deep at this point anyway. "Yeah, man. It's amazing! Your dick is a million times huger than mine! Here, look." Max stood, his cock once more erect; he hadn't noticed that happening.

He walked beside Isaac, standing side-by-side beneath the still-running shower. Isaac's dick was nearly fully erect as well, pumping up with pride the more Max sang of its glories. It jutted out in front the boy, what looked like two feet out. Max's modest endowment was no more than 4 inches in length. It was no contest.

"See, man? My dick is nothing compared to yours," Max knew on some level that he should feel embarrassed or ashamed, but instead the great disparity between their size just made his cheeks flush and his cock throb, " I'm puny and you're massive."

Isaac's leg-thick, impossibly-huge erection was throbbing and pulsing now, drinking in Max's words. All of the secret buttons Isaac didn't even know he had were being pushed, and it was turning him on more than anything. Max reached over and laid a hand on Isaac's dick.

Isaac shuddered. It was the first time he'd been touched by someone else. Max's hand was cold, and felt different than his own somehow. He tried to wrap his fingers around it, but his hand couldn't even make it halfway. Max grabbed Isaac's hand his free one, and forced him to put his own hand on Max's dick.

Isaac tightened his fingers reflexively, awkwardly grasping Max's cock. It was the first time he'd ever touched another boy's dick, and also the first time he'd attempted to jerk off a dick that was average-sized. "I can't even get my hand partway around your dick, and your hand covers practically all of mine." Max was attempting to jerk off Isaac's monolith, but between his poor grip and it's massive size, he was mostly just rubbing it along its dorsal side, but the feel of another's hand on his prick was still so foreign and novel to the redhead that it felt amazing anyhow.

Isaac started to pump Max's cock in turn, not totally sure how to proceed. Max groaned under his inexperienced ministrations anyways, so he figured he couldn't be doing too badly. For a moment they masturbated the other, each trying to find how to best jerk off the other's cock. Max was struggling, however, there just wasn't a way to do any sort of real damage from this position. He wanted to make that beast cum.

"Hold up," he said, releasing Isaac's dick. The redhead followed suit, and Max moved in front of him, just in front of his cock. Then he went down on his knees, eye-to-eye with the beast. Both boys were breathing heavily, cheeks flushed. Max reached up with his hands, considering how to best approach this. He wrapped his hands around the neck of titan, forming an O shape with his fingers. Even with both hands, he couldn't encircle the girth of the thing.

Max began to pump, the retracted foreskin gliding easily with his fingers as he went forward and back, taking long strokes. Isaac shuddered, and grabbed the base of his dick with his own hands, joining in on the effort.

Max was cut. He knew what foreskin was, but had never seen it in action, and watched in rapt fascination how it glided back over the glans on every forward stroke, bunching up a bit near the tip, and then retracted when he pushed his hands back. A drop of precum welled up in the huge gash of a urethra.

Max stopped. "Are you… cumming already?"

"W-what? No."

"What's this then?" Max asked, indicating the drop now running down the head.

"You've never seen precum before? It's like… It leaks out before you cum, it's a lubricant."

Max looked at the slit, where another huge drop was forming. A sudden impulse took him, and he leaned forward and licked the slit. Isaac groaned at the sudden feeling and at the sight of his best friend licking his cock.

The taste was strange, Max thought. Watery, salty, and maybe just a bit acrid. But not unpleasant, not really. And there was something about it, something about having his mouth on the huge dick, that was just so appealing. Max leaned back in, and planted a kiss right on the head, licking and sucking at the pink flesh as he moved his hands back into position and began to slowly jack again.

Precum began flowing freely, no longer drop by drop, but now more like a steady trickle. Max took it all, digging his tongue into the cumslit (only slightly surprised to find that it was wide enough to permit his tongue to enter, even slightly). His hands sped up, pumping up and down once more as Isaac joined in with his own hands.

Max began moving his mouth around, licking all around the head, before returning to the center to lap at more of the precum. It began to flow faster, more a stream than a trickle. Max opened his mouth wide and attempted to fit the head of the dick into it. It was way too massive, and he could only manage the very tip. So much for that, he thought as precum filled his mouth even faster than it had before.

Max let go of the dick with his hands and he gave up on his futile attempts to swallow it, a string of saliva and precum connecting his mouth to the dick as he released it from his lips. He put his hands on the underside of the cock and lifted up, pushing it slightly above horizon. Max put his face below it and let go, letting it slam down onto his face as he began to worship the underside with his mouth, llicking and even nibbling slightly at the corona. The penis oozed its slick liquid all over his head; it dribbled down over his short hair, and then into his face. The flow was so great that within moments the cockhead was coated and his head was well-streaked.

Max sucked and licked at the sensitive underside some more, his hands now grasping lower on the shaft, but pumping as they had been before. Isaac had given up on jacking himself off, to overcome with the feeling of Max's tongue all over his cock, and was now moaning continuously, struggling to prevent his knees from going weak. The cock was practically pissing precum now, it no longer simple drooled out, but actually shot like a small fountain, coating Max's head and running down over his face.

Max drew back, returning to the head, opening his mouth to catch the squirting precum. It filled his oral cavity almost frighteningly quickly, and then he swallowed down the runny, warm liquid and dove back in to continue nipping and sucking and licking.

Isaac groaned, "D-don't stop, Max. I'm almost there." He was so close. Between his own solo session earlier and Max's current worship of his dick, he wasn't going to be able to hold out much longer.

Max's efforts redoubled, his hands a blur on the cock, his mouth never staying still. Isaac moaned again, his knees shaking. It was so good. He had always loved masturbating, loved to touch and fondle and suck at his own cock, but nothing compared to this, just the feeling of having someone else do it. The feeling of having another person so in love with his impossibly gigantic manhood, it was intoxicating. He wasn't afraid of being big anymore, not when he knew that someone would love it.

The cock throbbed and throbbed, spewing out precum over the already-drenched Max. The head was an angry, engorged red; it wanted more.

Isaac didn't care that he was still growing; all the better! He would just keep getting bigger, and Max would worship his cock all the while. He didn't know how long his possession would last, but just think how big he could get in the meantime! He could pass 3 feet, or even 4, and someday, someday soon, his cock would dwarf even the entire body of his little cockwhore.

Isaac gave one final groan. The precum stopped for a second, and then the cock gave one long throb, and cum began to spurt like a hose. The jet was seemingly-endless, it pumped out in one continuous burst, covering Max's head and face. The prostrate boy opened his mouth, catching the thick, heavy, opaque liquid and guzzling it down. His hands still continued to fly over the length of the cock as it spewed, and his throat couldn't swallow as fast as Isaac was shooting.

Max leaned back, letting the deluge coat him. It oozed down from his face, over his shoulders and onto his chest. Finally, after a good 15 seconds of continuous ejaculation, the first jet trailed off, but less than a second later, the cock throbbed again and another came spurting out.

Max leaned back in, drinking in all the cum he could. It overflowed his mouth and joined the flood traveling down his body. The second spurt only lasted 10 seconds, before trailing off and being replaced by the third. Max now sat in a quickly-spreading puddle of cum. The water from the nearby, still-running showerhead could only wash away so much at a time, and already the nearest drain was struggling to glug down the thick liquid.

The third shot was shortest of, and each one after only trailed off sooner. Soon, after the 6th or 7th (Max had totally lost track in his reverie of drinking jizz and worshipping the still-spurting prick) shot, the jets were no more than a second or two in length, and their strength paled in comparison to that of the original. Eventually, the final jet trailed off, and the massive shaft simply drooled its final few drops of juice. Max leaned forward, his entire body literally coated in jizz, and kissed the quickly-softening head, sucking the last few drops into his mouth.

Then he let go, letting the semi-soft dick swing between Isaac's legs once more, and he fell back into the puddle of jizz, practically floating upon it.

"That- that was," Isaac was breathing heavily, swaying as if he were about to fall over, "I-incredibly, Max!"

Max stared up at the tile ceiling, suddenly very aware of what just happened. He had sucked the cock of his best friend. More than that, he had practically worshipped the cock of his best friend. He felt like he should be panicking, but he wasn't. "Yeah, I guess it was," He said finally.

Max stood up, splooge dripping from every part of him. He moved beneath the showerhead, shuddering at the cold. Isaac turned the knob of the one next to him, and side-by-side they rinsed off the mess Isaac had made.

They were silent. Neither was really sure if it was a comfortable one or no. But then suddenly, Max laughed.

"Isaac… I think we missed the bus. We're gonna have to walk home."

Isaac laughed too, "So we're going to sweat, so there was no point to showering here anyways?"

There was something so stupidly funny about the situation that both continued to laugh. They turned off the showerheads and picked their ways carefully though the slowly-dissipating puddles of cum and left the shower room, chuckling.