PowerFemme Part III: Power-Lust: Never make Eileen mad...

By SeaRaven and MarkNew

In the basement of Dr. Thompson's lab…

PowerFemme carried Jake into the root cellar down the stairs. She saw UltraTigress, muscles tensed, haughtily standing with her hands on her hips. Head to foot, she was an impressive sight. She had a mad glint in her eyes as she scowled at Jake. She licked her lips and trembled with excitement at the thought of gaining more power. Like Kyle, Jake was bound hand and foot, his head covered with a sack. PowerFemme placed him on the ground, in front of UltraTigress.

PowerFemme, ne#, Dr. Delilah Thompson, was getting more than a little concerned. UltraTigress, ne#, Eileen Huang, was getting a bit too excited by her new and unfamiliar powers. As much as she worried about the unpredictable side effects of her secret adaptogenic strength-transferring serum, Delilah was still fascinated at how much she was learning by this experience. She'd never been able to witness such a prolonged strength transfer. She was witnessing the unknown mechanisms by which Eileen was taking the strength of their male captives, tripling it, and making their strength her own.

Now she stood behind the trussed-up Jake. Eileen shivered in anticipation, sweat trickling down her forehead. Still in the throes of pleasure from her last growth-spurt. Eileen had absorbed strength equivalent to that of nearly four men within the past few days, and was chomping at the bit for more.

"Ready?" She asked. "Are you sure you can handle this? I want you to stop the instant you think anything dangerous might happen to you. I'm worried your body might not be able to handle this much at once."

"I'm ready. Yeah, baby. Bring it on!" UltraTigress shouted excitedly, and clapped her hands together. "Bring it on!" The muscle-pumped Asian beauty pulled the bag off his head and ripped the gag out of his mouth, his face was a mask of rage.

"Who the hell are you?" he exploded.

"You don't recognize me? It's Eileen Huang, but you can call me UltraTigress."

He laughed as he looked her over. "Eileen Huang? Come ON! Eileen's a flat-chested, skinny little girl!" "You don't believe it's me? Take a good look." Stifling her growing anger, she put-on her glasses for a few seconds and flashed her award-winning smile.

"Yeah, you LOOK like her… but Eileen didn't have a body. You're some steroid freak-show! Now let me outta this room!"

Tossing her glasses aside, she balled-up her fist and sent a punch flying to the side of his cheek; he fell backwards onto the floor, cursing loudly. She only used a fraction of her strength- she didn't want to smash his face in. Yet.

"That was for Amber!" She straightened-up the chair again, a purple bruise was developing where she hit him. She smirked, he spit when he tasted blood.

"Tsk, tsk. You mustn't talk to me like that." UltraTigress flicked his forehead with her thumb and forefinger and dragged him to his feet. "But now it's time for the real action to start! Watch and learn, stud." Turning away from Jake, she tensed her back muscles and began to focus her new ability on him. He could see her massive, wide back, furrowed with deep crevices and reefs of hardness bunched under her skin. They were huge, rock-hard ridges of raw feminine power. Jake felt slightly dizzy as her body suddenly enlarged in every direction by a fraction of an inch. She looked like she was slowly inflating before his eyes.

"What the fuck is happening?!" He shot forcefully at her. This was getting too strange.

UltraTigress shut-off her power, turned around and leaned in close to Jake; she rested her hands on his shoulders and brought her face to within an inch of his so that their eyes were perfectly level. Her suit creaked as she moved. "I'll explain to you exactly what I'm doing. Your muscles are going to feed mine, baby! As you shrink, I will grow." She took a quick quaff of his strength, and he felt his clothing loosen against his body by a tiny fraction. Her eyes moved upwards from his vantage point as she gained another half inch in height. "You see?" She shivered and cooed erotically. "You get smaller. And I get bigger! " She took another quick burst, he felt himself shrink another fraction of an inch and found himself looking up slightly more into her brown eyes. She slid her hands over the contours of her body. "I get stronger too. See? And you ... get ... weaker!"

In half a second, she made yet another quick burst of muscle transfer. Her shoulders visibly hardened and broadened by a few millimeters while his shirt, which had been tight against his chest and arms (the better to show off his muscles), now fit comfortably. His eyes were now at the same level as the tip of her nose. Grinning, she put her hands under his armpits and lifted him off the ground, showing off her bulging, rippling arms.

"And watch how they get bigger with each pump!" She tensed her shoulders, both trapezius and deltoids shot-out, chiseled with deep striations. "I think I look great with big muscles, don't you?" Jake shook his head, too terrified to speak. "No? Kyle sure seemed to think so…" She set him on the ground and indicated towards the corner of the basement at what was left of Kyle.

His eyes grew as large as saucers when he saw what was left of his friend; Jake was petrified. "W-w-what the FUCK did you do to him?"

"Why, I just took all his strength. Just like I'm going to do with you." She made it sound like an everyday affair. "Now, what was I going to do? Oh yes! Ho-hum, I suuuuure wouldn't mind having my muscles get bigger." She mused as she turned on her ability again. Already much larger than those of the largest male bodybuilder, her rock hard arms, legs and chest pulsated larger and harder as sweat glistened over her and she continued to pour more and more of his strength into her body.

"I'm getting so pumped! Every bit of strength I take from you gets multiplied by three. I've knocked a few inches off your height, too. You're turning into a shrimp, and the level of my strength is going through the roof!" She kicked-off her stiletto pumps and stood flat on the ground. She noted with satisfaction that she was almost taller than he, even barefoot.

"Wait! Stop!" he yelled in a slightly higher-pitched voice while trying to back away. UltraTigress pulled him closer.

"Ummm… Let me think about it…" She put her index finger on her cheek and rolled her eyes to look at the ceiling. "Nah, I don't think I'll be stopping just yet…" she shook her head, smiling wryly and spoke in a mock-Austrian accent "Foor I am UltraTigress, und I just vant you to pump-" she slapped her hard ass loudly "-ME up!" and laughed at her own joke.

"You crazy bitch! Let me go!" He looked-up at her; she was almost 6'1" now, roughly as tall as he used to be. She effortlessly shoved him onto the floor, he scrambled to his feet and started backing away.

"Ooh! I'm not too shabby-looking for a crazy bitch, eh? Hee-hee! Check-out this killer ass!" she spun around and pointed her round, hard, muscle-packed derriere at his crotch teasingly. "It's my pride and joy; ain't it just mouth-wateringly squeezable?" Her glutes were each approaching the size of melon halves; and still getting bigger; her suit creaked as she kept growing unceasingly. Each bit of energy she sucked-out trebled in size and power as it swelled, solidified and bunched beneath her skin. "You could bounce a quarter off it!" She giggled and spun back to face him. She was amazed at how big she was becoming; she felt utterly supercharged and exhilarated by her new power.

Jake looked to PowerFemme.

"Help me!" He yelled to the massive woman standing about ten feet away. "Get her off me!"

PowerFemme pointed at him accusingly and put her hand on her hip. "Shut your face! You're part of the experiment now!" She felt a familiar desire for power starting to creep back into her. She quickly shook it off. Clenching her eyes shut, she whispered to herself "Self-control. Self-control."

Eileen continued her rapturous transformation nonetheless. "I think I just passed 6-foot 2, now I'm taller than you were! Didn't you say I was flat-chested?" She slowed the transfer down to a barely-perceptible crawl; grabbing him by the hair, she mashed her muscle-inflated H-cups across the side of his face. They were the size of overripe muskmelons. "Not a bad rack, huh? I can tell you're a 'breast man'. Go on, I know you men just love big boobs…" She shivered at the sensation of his face being ground against her chest, he struggled but couldn't get away. "Oooooooh... what do you think of them, honey? Here, let me give you a closer look!" She guided his mouth to cover her left nipple through her Kevlar outfit.

"Are these hooters BIG enough for ya?" Eyes registering fear, his mouth hard-against her muscle-firmed breasts, he could only respond by slobbering and making muffled terrified noises. She pulled his mouth away for a second to hear him plead with her.

"Stop it! Put me back the way I was, Eileen! Mmmph!" She smashed his mouth into her bosom again, painfully grinding his face across her magnificent bust.

"My name is UltraTigress!" She pulled his mouth away.

"Okay, UltraT-Tigress! Put me back the way I was!" The massive mountain of femuscle power halted and looked him right in the eye.

"I'll only give you your muscles back if you promise you'll stop hitting Amber." She said calmly.

"Okay, anything!"

"Promise me!" Eileen grumbled.

"I promise!"

"You promise me what?"

"I promise I'll stop hitting Amber!" Jake gasped.

"I don't believe you."

"I promise! I won't ever hurt her again! I promise!" "Do you regret what you did to her?"

"Yes! I do! I'm sorry!" Jake's voice sounded like he meant it, absolutely terrified.

"Can I trust you?"

"Yes. I swear to God. I won't ever hurt Amber ever again. I promise!"

"Glad to hear it. Now, you're going to tell that to Amber!" She picked him up and threw him into an adjoining room, where Amber was waiting, and slammed the door behind him. Jake lay flat on the floor and looked up at Amber who stood in the corner, her arms wrapped around her torso, slightly afraid. He painfully pushed himself upright, his thin arms hanging loosely in his shirtsleeves. He noted a white plaster cast on the young woman's wrist. Amber looked at him in amazement. "You mean it really worked? Look at you! You've shrunk!" She walked up to him cautiously. "You're smaller than I am!"

Jake swallowed. Indeed, UltraTigress had shrunk him to 5'6", and Amber was wearing 3" heels, accentuating the difference. His eyes didn't even come up to her nose. He tried to change the subject. "Listen, Amber, about the other night -- I'm really sorry. I was drinking, you know. I wasn't myself."

Amber's eyes watered. "You hurt me! And I thought you loved me!" She wiped her face on the back of her hand.

"Yeah, well I know, but ... I mean, I do love you."

She looked him up and down and snorted. "Yeah, well, it's too late now. I don't want you anymore. Just stay away from me, creep!" She spun on her heel. He caught her shoulder.

"No. Amber. Wait!"

"What do you want?!"

"You've got to help me."

"Help you?"

"This crazy friend of yours ... she's, uh, she's taking all my strength away. I don't know how, but she's gotta stop! You've got to tell her to give it back. I can't live being so weak."

Amber was still amazed. "So you're really as weak as you look?" Jake nodded. Amber peered at him more closely. "You've lost all your muscle? Let me see your arms." Embarrassed, Jake paused briefly, then decided to cooperate and pulled his loose sleeve higher up his arm, all the way to his shoulder. Amber stared at his smooth arms, with only a slight bulge at his biceps. She tentatively brought her hand to his upper arm and felt his biceps. "They ARE small. And totally soft too! You must be like, so weak."

"Yeah, that's what I was telling you. Please Amber, you've got to help me. How am I going to play football when I'm as weak as a girl!"

Amber smiled. "Even weaker, I'd say." She tightened her grip. "I bet I'm stronger than you now! I want to see how weak Eileen made you." She pulled down and Jake tilted to the side, stumbling. Then she pushed him and he fell backwards against the wall. "Wow!" She thought she'd never be able to do that to a guy!

Jake rubbed his shoulder where it hit the wall. "OK, Amber. You've proved it's real. Will you help me?"

"You mean, so you can play football again?" She kicked off her heels and noted with satisfaction that she was still an inch taller than he was.

"Yeah. It's really important Amber. I'm here on a scholarship, you know."

"Uh-huh. So like, you really have to be strong so you can run through the line and break tackles?" She bent down as she had seen Jake do at games and sprung forward at him, knocking him over sprawling on the floor. She stood up with her hands on her hips, laughing. "Yeah! You're much too weak to play with the boys now, Jake. You're even too weak to play with the girls!"

"Amber cut it out! That hurt." He slowly stood up. "Come on, give me a break. Don't take advantage of me now when I'm down."

"Why shouldn't I?" She flexed her biceps and squeezed the little bump that popped out of her arm. "They're not very big, but they're more than you have now, right?" He nodded. "And they're pretty firm, while yours are mushy."

"Yeah, ok. I admit you're stronger than me now. Come on, Amber. Don't make me talk about it again and again."

She nodded. "You're right. We don't have to talk about it if it bothers you." She stepped closer, her head inches away from his. "Actually, I've had enough talk from you." She grabbed his arm and twisted it, spinning him around and pushing it higher.

"Owww! Stop that!"

"Let's see you make me." Jake pulled at his arm, then bent down slightly to dig at her with his shoulder but Amber held his arm down so that he couldn't butt her with his shoulder without further straining it. "Oh you're so weak! This is great!"

Jake turned to face her. "Amber, you've proved your point, ok? What do you want me to say? You're really a lot stronger than me now. I --

She reached back and punched him in the face.


She hit him again, harder, brushing aside his ineffectual forearm block. His nose started to bleed.

"Amber! What are you doing?"

"Whatever I want. And you can't stop me! You can't do a thing about it, can you?" She hit him again in the cheek, then opened her hand and dragged her long fingernails down his face, opening three lines of scratches. "That's for beating the shit out of me!"

"Are you crazy?" He felt his face with his free hand. "I'm fucking bleeding all over! Let me go!"

She stuck out her leg and pulled him over it, tripping him, then jumped on him as he fell to the ground, pinning him easily. She held his arms down and covered them with her knees and looked down at him triumphantly.

"You're totally helpless." She punched him in the face again, hitting his nose three times until she heard it crack, shifting slightly to the side. "Look at that! I've broken it."

Jake started crying. "Don't do this to me. Please."

"What a baby! You're a weakling now, and you're turning into a sniveling little baby."

"I can't help it. I can't defend myself. Please stop. I'm begging you."

"Beg me more." She reached back and grabbed his balls. "You heard me. Beg me."

"I AM begging you. Oh Amber, Amber. Don't do that. It hurts so -- Aaaghh!"

"I could sit here and do this all day, but I guess you'd just pass out, wouldn't you." She squeezed again, heard his loud cry, and then he just whimpered. She sighed. "Oh all right. I'll stop." She stood up, leaving him on the floor. Get up. Get up already!"

He nodded, tried to stand, then fell again and finally, slowly stood up hunched over. He shuffled over to the wall to lean against it while pressing his hand to his nose to stop the bleeding. Breathing heavily, his mouth trembled. "Amber, I am so sorry. Really. I will never beat anyone up again. I promise. Please. Have mercy on me. Tell Eileen to give me my strength back. I promise I'll behave. I'll do whatever you tell me. Please. Don't let her leave me like this."

Amber laughed, then covered her mouth. "I'm sorry. I never thought I'd see the big, strong Jake looking so pathetic. Yeah, yeah. I'll talk to Eileen." She laughed again. "Sorry. I needed to do that, Jake. You understand don't you?"

He looked up at her. His eyes began to flash with anger, but then his face softened and he answered meekly, "Yeah, I guess so."

"Good. Wait here." She walked out, closing the door behind her. He heard Amber and Eileen laughing next door, and minutes later Amber opened the door and said, "You can go in there now." Jake limped back into the room, his arm twisted and bent, his face bloody from Amber's fists.

UltraTigress beamed. "Welllllll, Jakey. You didn't do so well against Amber this time, did you? It's tough being weak, isn't it?" He nodded. "So now you understand how girls feel about it? You won't take advantage of them, like you did before?" She folded her powerful arms in front of her, flexing them a few times for emphasis.

"I do. I promise I'll change."

"That's good. Then step over here. Take my hand." She looked over at Amber and added "Go on upstairs, now."

Jake complied and stood next to Eileen, as he heard Amber walk up the basement stairs. Back in her high-heels, UltraTigress towered half a foot taller than him, looking like a mountain. She smirked as she saw that the top of Jake's head was barely above the level of her huge bust; his hand seemed lost in hers. He grimly noted her huge muscles, which looked as though they could crush him in an instant. At least he was able to appease them. He was hurt, but soon he'd have his strength back, and then he would start healing. Maybe not soon enough to play this Saturday, but next week, against the Temple, he'd . . .

"I'm ready," she smiled.

He felt a shock and then his body shivered. What was happening? He felt her bust expand against him, her tits pushing him backwards as they rose in height, his face brushing against her growing chest. "Hey! What the –"

"I changed my mind." A sly grin crept across UltraTigress' face as she started shrinking Jake anew.

"What are you doing?" he shrieked. "You said you'd put me back the way I was!"

"Oooopsie!" the Amazonian programmer put her right fist on her hip and curled her left arm into an ultra-pumped, enormous bicep. "Did I? I guess I forgot to tell you, honey." She kissed its peak. "I can't. It's a one way street, babes. You give. I take. These muscles aren't ever going back to you, tee-hee! They're mine for good!" She stood there flexing one arm while adoringly rubbing the mountainous bicep with her free hand, it slowly but surely grew larger before her eyes. The stream of Jake's energy continued to flow into her, continuing to propel her already-titanic strength to new heights.

"Don't! Please stop. I don't know how you're doing this, but PLEASE stop!" Frantic, he dropped to his knees to beg. She could see his eyes tearing-up.

Eileen laughed at the pathetic sight of him. "Ha ha! The look on your face is just classic! But, where are my manners?" She turned to her mentor and pointed down at Jake. "You want some?" Jake saw the even more massive PowerFemme in the corner shaking her head and continuing to watch, scribbling in her notebook.

Eileen shrugged. "Suit yourself. More for me!" She looked down at Jake, put her fists on her hips and flexed her chest; she had to lean forward to see him over her breasts because they puffed-out so hugely. Her height broke 6'3. "Oh, Look! Look at how big I am compared to you hee-hee-hee! But I'm not done yet, not by a long-shot." She grabbed Jake by his shoulders and stood him onto his feet. "I wanna get even bigger… "

"No, please!" He shook his head, terrified. Tears rolled-down his sunken cheeks.

"OH yes. Much, much, much bigger!" Her voice had gotten deeper and more throaty, yet sexier. "I want to savor this… I want you to see me grow more. I want you to watch every millimeter of my growth knowing that I'm going to take EVERYTHING from you!" She rattled the wall-mirrors when she shouted.

"No, stop! STOP!" he pleaded desperately. "Look what you're doing to me! You're already too big!" He screamed in a frightened, child-like voice.

"Too big? Ha ha! You ain't seen nothing yet; a girl can NEVER be too big!" Lost in the ecstasy of her growth, she dropped Jake to the floor, put her arms behind her head and arched her back. A small ocean of hard muscles sprung from her abdomen. "Ooh, yeah! I only wish I could have given some of your strength to Amber. But then again, she didn't have any trouble slapping your wimpy ass around before. Just think what she'd do to you now!" she declared, twisting her torso from side to side, watching her stomach roll and gyrate with power as her suit creaked like a vast oaken door opening on ancient hinges. Her skin, which always had a light cocoa hue, became richer and radiant with vivacity. "Stop… stop…" he gasped and tried crawling away.

"Stop?" She asked, shutting down the transfer. She lifted him off the ground by the neck of his shirt without showing any effort at all. He was as light as a feather to her. Jake was shocked to see nothing but bones where his own normally-thick biceps should have been. "You didn't stop for Amber when she begged!" "I told her I was sorry!" "Fuck you! I was going to stop shrinking you after you apologized to Amber. She asked me to, but I made her change her mind. Between the two of us, you and me Jakey, she agreed I deserved to have your strength more than you did. So there it is. I know you feel bad. Getting weaker by the second, your strength, your vitality draining out of you, all flowing to me, making me stronger and stronger. Does it help at all to know how wonderful this is making me feel, being so strong? How happy and satisfied I am knowing that I'm making you weaker and weaker? Aren't you happy for me?" she taunted as he slumped, too weak to keep his back straight.

"Eileen? How are you feeling? Any side-effects?" asked PowerFemme. She began to look worried.

"Definitely! The more I take from this creep, the more I want to get even bigger!" She tensed her pecs and glared at her captive. "I wanna show stud-boy what a woman can look like, now that we've discovered the secret formula!" "Please, no. Leave me something at least." he pleaded. "You think I care what you want?" She nearly shouted at him and poked him in the temple. "I'm a Goddess now, honey! Like PowerFemme over there. You're nothing to me!" She laughed as she restarted sucking his power.

"Please no…" he gasped. "I can't stand… being so weak."

"I used to be weak- even for a girl. But you're utterly pathetic compared to what I was! Now you're as weak as a kitten!" As Jake slowly shriveled further he began to look like a famine victim, but yet Eileen's growth still continued unabated. Her height reached 6'5. The 'UltraTigress' across her chest stretched wider than Jake's shoulders. Her outfit was skin-tight, but continued to stretch.

"You're weak, weak, weak, weak, weak, weak!" She laughed. "But check out MY body! I've got muscles far bigger than any man! Each of my thighs must be more than 30 inches around now! Oh, I LOVE this!" As Jake's strength diminished, it became somewhat harder for her to transfer his energy; it was like sucking a thick milkshake through a straw. She stopped shrinking him and panted; the rush was overwhelming. "It's starting to get harder to take your strength. Your friend Kyle over there, he's still alive -- barely. I stopped taking his strength when I reached this point because I was starting to strain myself. I was going to stop here with you, too." She did a long, slow flex of her free arm, as if she was curling an enormous weight. She opened and closed her fist, watching the bicep peak ripple in response. "But he's not the one who beat up my friend. He just helped. You on the other hand ... you're the one I really hate. If I really made an effort, I bet I can use my power to make you even weaker than he is." Her voice turned suddenly perky. "Hey, let's do an experiment: let's see just how weak and puny you'll get before I stop growing, kay?"

He struggled to shake his head and plead for mercy, but it was becoming harder and harder for him even to breathe

"Good idea, huh? It'll be fun! I knew you'd agree, let's start now!" She grunted slightly as she started to channel his 'ch'i' into her body. PowerFemme could see that UltraTigress was rapacious. Predatory. Ravenous. Insatiable. Utterly unquenchable in her lust for more power.

"Stop it! You're ... destroying ... me! You're ... going ... to kill ... me!" He managed to gasp in a frightened, squeaky voice with what little breath he had.

"Am I? Yeah, I guess I am. Gee, I'm sure sorry." She mocked him, injecting yet more strength in her body with glee. "Hee-hee, you sounded like a little mouse when you talked! Oh, look at these legs!" She planted her high-heeled foot hard onto the floor, her thigh swelled-up to over 34 inches of solid muscle. She twisted her leg back and forth, making her striated, powerful cords dance and ripple. Her outfit made audible stretching noises. "Ooh, yeah! YEAH! YEAH!!!" Her six-inch stilettos made her 21" calves bulge-out obscenely large; they congealed into hard, defined, diamonds of strength as she applied a greater amount of pressure downwards. She halted the transfer again and posed like a stocking model. "Imagine: just ONE of these legs probably weighs three or four times as much as you do!" she marveled as she pivoted her foot up and down at the ankle, letting her calves pulse.

"Stop…" he gasped. With great effort, Jake lifted his stick-thin arms and tried to pry-off UltraTigress' grip. Amused at his ineffectual attempt to challenge her, the gorgeous, muscle-packed pillar of feminine strength smirked.

"Yeah, try and stop me, you wimp! This strength was yours before I took it, and now it's mine, all mine!!!" Grinning like a shark, she rubbed his face against her bosom. "Do you still think I'm flat-chested? What do you think of these puppies? Huh?"

UltraTigress compressed her muscle-inflated breasts across the side of his face, covering his nose and mouth. He couldn't breathe and made terrified, muffled noises. She took both hands and clutched him hard against her bosom. "Beg pardon? You think they're too small?" She laughed. "Frankly, I think so too! But we can fix that."

She guided his face to one of her nipples and forced his mouth over it. Eileen began to work her magic again, spasming with near-sexual delight as she channeled a big surge of his energy into her chest, giving her even more upper-body strength.

"Grow, baby! Get bigger!" looking down, she grinned with ecstasy she watched her breasts expand against his face. She pressed Jake against her harder; his arms flailed helplessly as he felt himself being crushed. Pausing her power for a second, she huffed and puffed to regain her breath. Pulling the deteriorating man's mouth from her chest, she growled hungrily. "My tits used to be so small, my last boyfriend offered to get me a boob-job!" Jake's eyes were as huge as saucers, his mouth hung painfully open; the size of Eileen's hillock-like breasts were astounding. With her finger, she traced the outline of her enormous endowments. Her bust measured at least 60 inches around. "Now look how huge they are!"

With a grunt, she forced another extra-large burst of Jake's shrinking energy pool into her chest again. "GRR!! BIGGER!" She shouted as her breasts grew-out, brushing against Jake's face once more. Her suit stretched as her bust expanded and her height reached 6' 7". "Ha ha! These are superboobs!"

With her free hand, UltraTigress plumped her new football helmet-sized assets; they swelled a single tantalizing inch from his face. The largest breasts he'd ever seen. "Ohhhh yeah! NO ONE'S got tits like these!" stroking her hand in circles, massaging her gigantic superboobs, she shivered erotically. Suddenly, she shoved his face into her deep, tight cleavage and once again, injected more of his power into her chest; he tried to scream, but his cries of horror came-out muffled as her chest bloated outwards and upwards by several more inches. "Bigger! BIGGER!" she screamed. Jake's feet were lifted higher off the ground as both UltraTigress grew and he shrank.

Each breast stuck-out a full foot in front of her like a curvaceous ledge. "Ooooh baby! That felt sooo good!" She greedily caressed and squeezed her growing endowments and panted. "Oh, I LOVE these tits! Each time they grow, it feels better than the last!" With one hand, she mashed his face farther into the top of her cleavage while twisting her nipple with her free hand. "What do you think of them, Jakey?!" She bellowed. "Are they BIG enough for ya now?! Ha ha!" She took another gulp of Jake's power and felt the unyielding twin globes of flesh on her chest expanding, inching outwards. His face was crammed ever-tighter into the massive gulch of her cleavage. Eileen breathed in and out, panting to catch her breath. "ARE THEY BIG ENOUGH?!"

PowerFemme spoke-up. "Um, UltraTigress? I think the transfer should wind-down soon." But Eileen was enraptured, seemingly oblivious to anything else but her own spurt of super-growth. She was totally absorbed in her desire to grow stronger; her face was glowing with an abundance of gleeful vitality.

"And check out these washboard abs!" Her voice turned very sultry as her breathing became shallow. She slid his face down, over the rock-hard bumps and ridges of her stomach. Her stomach was showing more definition than Jake had ever imagined was possible.

"Like my femuscle tummy? I sure do!" she glanced at PowerFemme defiantly "But I might be reaching the limits of what I can take from you." She sounded disappointed. "But it sure hasn't stopped yet has it, Jake? Tee-hee! Your reservoir of ch'i might be deeper than I thought. Good thing for me, huh? Let's see if I can't pump-up my growth a bit more?" She grunted as she began to concentrate harder. Her body trembled and swelled larger at a faster rate in response to her telekinetic ability. PowerFemme covered her mouth in bewilderment as Eileen started getting more and more aroused by her growth.

"Oh yeah! Yeah! Yeah! THAT is more like it! I'm getting super-strong! Whoo, baby!" She quivered as she felt herself expand in size and strength. "I'm stronger now than I could ever imagine! Except for PowerFemme, I must be the strongest woman on the planet, and I'm still getting stronger! I bet I could bench-press half a ton, while you- " she smiled grandly, showing a row of perfect teeth. "You're fading away. You couldn't lift a newspaper!" She devoured still more of his ch'i, adding inches of new muscle to her gigantic frame. "Ha-ha, correction… you probably couldn't lift a single page of a newspaper!" Jake was swimming in his comically oversized shirt; the expression on his face was the horrified look of someone who knew his life was being crushed irreparably but was absolutely powerless to stop it.

"And I got news for you: you can't eeeever grow muscle back again! Your ability to grow muscle cells just went straight to me! I want you to imagine: whenever I work out, I'll be packing-on even more muscle like nobody's business! All thanks to you, honey!"

"UltraTigress?" PowerFemme spoke-up. "This should have stopped by now. I really don't know why it's not… I don't know what may be happening to you… This could be dangerous." The doctor took another step forward and dropped her notes. The transfer looked like it was getting less efficient; Jake was starting to shrink disproportionately more than Eileen was growing.

"I don't care! It's not enough!" She growled at PowerFemme like a wild animal as Jake got thin enough for his clothes to fall off his body. Shaking Jake in her hand, she continued mocking him. "No matter how much exercise you do, you're going to be trapped in your weak, puny body! I can keep getting stronger every day, but for you, it's hopeless! Ooops, your pants just fell right off…" The tremendous UltraTigress was so caught-up in her growth that the doctor's words didn't even make an impact. She gleefully pointed at Jake's exposed crotch. "Just look at that teeny thing! It's about as big as a baby's thumb, only not quite as hard." she laughed. "You're a puny, pathetic, weak little worm! Ha, I take it back- I bet a worm has more muscle than you do. I'm so much, much bigger than you ever were! Bigger than you ever could be! And I'm not just strong; compared to ANY man, I'm super-strong!"

His own arms felt heavy and powerless; he tried to lift them with enormous effort, and could not even do that. He was four and a half feet tall; he almost felt as though his body was imploding in slow motion. His organs shriveled, his weakening heart struggled to circulate blood. His fingers and toes were numb, His arms and legs were like sticks with a thin coating of translucent gel where his once proud biceps, triceps and quads used to be. His limbs hung limp, his joints knobby, he was too weedy and fragile to budge them. Eileen was awash in bliss.

"I don't believe this." PowerFemme looked on in shock. "This shouldn't be happening!"

UltraTigress gleefully pounded her fist against her stomach with a sharp 'smack'! "Ha! I could rip you apart without even breaking a sweat, Jake! Ooh, look how pitiful you are! How PATHETIC you are! You're not even a man anymore! You're wimpier than the most total pencil-necked shrimp!" Her large, muscled breasts seemed to swell over the top of her tight outfit and into his face like some vast rising cake over-spilling its pan, but somehow they stayed restrained by her super-stretchy fabric. Her superboobs were now the size of large Christmas hams, backed by pectorals that were as thick as neurobiology textbooks; they stuck at least one and a half feet in front of her. She stroked her right breast with one hand, sensuously following its over-exaggerated curve over, around and down. "Hee-hee! I'm gonna turn every head now that I have these!" She gave her breast an extra-luscious squeeze and capriciously set his chin right on her cleavage, holding him off the ground using just her muscle-hardened breasts. His feet dangled at UltraTigress' mid-thigh level.

"Check THIS out!" Using a single finger, she poked his chin deeper into her cleavage while tensing her pectorals; the tops of her massive breasts pressed against his cheekbones, pinning him in place. "You'll NEVER recover from this! Not in a million years!" Still euphoric, she lifted both her arms behind her head, let her massive biceps swell against the sides of her face and let-out a wall-shaking holler "I'M ULTRATIGRESS!"

"Okay, UltraTigress, party's over. Enough is enough." Said PowerFemme authoritatively.

"No! I'm not done yet! I'm extracting everything I can!"

"NO, put him down. We still have work to do and you've grown enough."

"Fuck that!" she groaned and squinted down at Jake's still-shriveling body, his face wedged deeper between her huge, still-growing mounds. His eyes expressed he was begging her to stop but was too weak to even utter a noise. "Ungggg! I'm NOT done! There's more in there and I want it. I feel like I'm glowing with power, with his life force. Look at his dull eyes, his wispy hair. It's all going into ME!!! It's STILL not enough! I want to get even BIGGER!" She screamed. "Unnng! I'm STILL growing! And you're STILL shrinking into nothing!" Eileen laughed loudly. "I'm soaking up your remaining tissue and turning it into more muscle!"

"Stop, Eileen, you're getting carried away! We don't know what effect it'll have on you." PowerFemme was flabbergasted that UltraTigress was indeed still getting bigger. Her height hit 6-foot 9-inches and showed no sign of slowing. How was this possible? She definitely must be converting the remaining non-muscular tissues and neural synapses in Jake's body into consumable cellular energy somehow. The previous formula couldn't do that, this was unprecedented!

"Nnngggg! Make me BIGGER! Nnngggg! MAKE ME BIGGER!!" Eileen was straining to user her power in short, intense bursts over and over. Each burst made her visibly grow a tiny bit more but made Jake shrivel a lot more as the transfer became less and less efficient. Her brown eyes seemed to dazzle, looking deeply ahead, her black hair shone. Her skin glowed with new energy. Fists clenched, PowerFemme's lab assistant was looking down at what was left of the man lodged between her breasts, her face flushed and dripping with sweat and still blissfully caught-up in her transcendence towards becoming a Goddess. PowerFemme was a little frightened. What new powers was she gaining? What if she was becoming more powerful than PowerFemme? Jake was still barely conscious somehow and able to hear everything, his eyes hopelessly pleading her to stop.

"I'm STILL getting STRONGER! Nnggg!! You're weak like a little bug now!" Her breasts, each the size of a desktop globe, started to bulge over his eyes and ears. "Ha HA! I can't BELEIVE it! WHY hasn't it stopped yet?! Nngggggggg!" She screamed. "A strong wind could carry you away, you feel so light! Nngg!!! I'm STILL growing! Nngg!! It's STILL not stopping! If this keeps up, I'LL BE STRONGER THAN POWERFEMME!!" Under enormous mental strain, she threw both fists up to her temples, drawing-in every iota of Jake's residual cellular energy as she possibly could. He looked like a mere skeleton with skin. "I'm taking EVERYTHING! Ungggg! Stillgrowing!" Dangling from her chest, he looked as puny against her huge frame as did a lamprey on the body of a great white shark; only it was the shark that was consuming the body of the lamprey.

"Yeah! Yeah! Get bigger!! I'm getting SO strong! Ohhh God! I'm getting SO FUCKING STRONG! I'm super-mega-MEGA-STRONG! HA HA HA! AND FUCK! I'M STILL GETTING STRONGER! IT'S NOT STOPPING! AHAHAHAHA! I'M ABSORBING EVERYTHING IN YOUR BODY! NNGG!" She grunted. "I'm turning it ALL into even MORE MUSCLE! NO! NOT JUST MUSCLE! PURE POWER!!! Nngg!!" She yelled at him. Her suit creaked like it was going to explode right off her body, but it miraculously stayed intact.

"This can't be possible." Gasped PowerFemme. "Stop, Eileen! Control yourself!"

"NNNG! And you're still getting weaker! Ha! Ha! There's, like, NOTHING left of you, and I'm STILL getting bigger! NNNNGGGG!" she bellowed at Jake as she continued to gain strength, delirious in her own growth. His face was totally sealed in her massive cleavage now; only the top of his head stuck-out. "Where did you go, Jakie?" She laughed as she tousled his hair. PowerFemme watched with dismay as UltraTigress started to approach her own level of size and strength! "YOU'RE ALMOST ALL GONE! All that you were is part of ME!"

"For Chrissakes, Eileen! STOP!!!" PowerFemme yelled.

The now 6'11" Taiwanese amazon shook her head petulantly. "NO! UNGGGG! STILL… UNNNGGGGG!! GROWWWWWIIIIING!!!" The thicket of muscled cables snaking around UltraTigress' body continued to grow and harden unabated forming ever-deeper crevices, furrows and canals in her muscles. Despite her mentor's protests, her body expanded-out to even more gigantic proportions as Jake's body remnants dwindled towards oblivion.

With a monstrous roar, UltraTigress wailed "STILL!!! UNNNNNGGGGGGG!!!!! GROWWWWWWWING!!! UNNNNNNNGGGGGGGGGGNNNNGGGGAAAAAAAANGGGGGGGGGG!!!" She unflexed her pecs and his face slid-out from between her breasts; he fell to the floor at her feet. She shuddered, screaming with rapture as she orgasmed massively then and there.

PowerFemme smacked UltraTigress in the side of the head- HARD, shocking the entranced woman out of her uncontrollable growth-rapture.

"Why the hell didn't you stop when I told you?!" She hollered at her lab assistant.

Eileen looked down at what was left of Jake and spat on him angrily.

"Fuck that!" She smiled wickedly at PowerFemme. "He deserved it, the fucking shit-for-brains woman-beater! Phew! What a rush!" She wiped her brow with the back of her hand and looked down at herself. She slid her hands down around her round, sculpted buttocks; utterly tremulous with power, they jutted from the back of her suit as the outfit groaaaaaaned and creaaaaaaaaked. A thick vein split both of her swollen, 24" biceps into neatly-defined halves. She was swimming in musculature. Every inch of her was piled high with bunches of thick, hard, trembling, glistening, powerful slabs.

Her enormous, 35" thighs and her 25" calves pulsated with rock-hard muscle, with every step she took. Her entire body was a titanic tower of turbo-charged, massive, enormous strength. Her outfit was so tight, it looked like it was painted-on. Her entire body was slathered with bulbs and knots and layers upon layers of the most dense, veined, striated, marbled muscle imaginable.

"OH, I'm stronger now than I ever dreamed I could be! And this is only the beginning!" UltraTigress began to flex her super-powered arms watching them bulge to outrageous size, caressing them with erotic fascination.

PowerFemme was still shivering with anger.

"I told you to stop! Don't you know how dangerous this could be?! Do NOT use your power again until we find out it's safe for you to do so. Hear me?" UltraTigress sneered.

"DO YOU UNDERSTAND?!" PowerFemme screamed at Eileen. The message seemed to get through to UltraTigress this time, the newly-massive co-ed nodded petulantly.

"Good." PowerFemme took a long, deep breath. "You made that mess." She pointed at the shriveled figure on the floor. "You clean it up. Bring it to me in the lab. I'm going back to work." Turning on her stiletto-heel, she walked-up the stairs to her lab.

UltraTigress crossed her arms defiantly and looked-down disgustedly at the remains of Jake.

"This power is mine. I'll use it when I want to." She muttered bitterly to herself.

The next week, Manuxent General Hospital…

The two huge women walked-down the hall of the hospital. They were a pair of superamazons walking side-by-side. Their size and muscularity could not possibly be hidden by the oversized trench-coats they wore. Covered with bulging power, they were hard as steel, but outrageously feminine in all the right places. They were both trying their best to look inconspicuous.

An hour before, Amber had called the lab and asked them to meet her at the hospital. The hairline fracture on her wrist had healed and her cast had been taken off. Luckily, it was a late hour and the hospital only had a few bewildered people about to stare at the pair of them.

"I'll go up to the front desk. I think Amber should be in one of the waiting rooms." said Eileen casually.

"I'll wait here, if you don't mind. The night staff might think it unusual that two ladies like us would just stroll-in." PowerFemme leaned against the wall and crossed her arms. As she watched Eileen walk towards the reception desk, she felt a warm tingle. Something oddly familiar nearby.

She looked to the left and right. No one there, except Eileen. PowerFemme slowly stepped down the hallway a few yards, nervously looking around. She still felt the familiar tingle, stronger now. What could it be? Following her instinct, she gently picked one of the private rooms and nudged-open the door. Peeking into the hospital room, she started in surprise when she saw who it was lying prone in the bed.

No, it couldn't be! She remembered the night of her lab accident. In the Midgard gym, just before she walked-in to the shower room, she devoured the strength of a bodybuilder. He had just been bench-pressing and… Delilah grinned mischievously as the dizzy, power-lust feeling began to creep back into her. She shook her head- no! Not now! She struggled to regain control of herself, but the temptation slowly worked its way back into her. PowerFemme's body began to ache for more power. "Self control.. " She gasped to herself. "Must.." Breathe in. "Have..." Breathe out. "Self... " Breathe in. "Control!"

She opened the door all the way and walked-in. Sure enough, lying on the bed in front of her was the self-same person from whom she had taken strength in the Midgard College gymnasium some months before. She'd caught him while he was on the weight bench and drained him of as much energy as she possibly could. Now her body was positively screaming for more strength… "Self.." She strained to think straight. Bit by bit, she felt her ability to restrain herself slipping away. "ConNNNG!!!" With that final attempt at grasping onto sanity, she felt a new personality rush into her...

"Hewwo, widdle man!" She heard herself say in the most surprising playful voice she could imagine. His eyes shot-open. His face showed his surprise and horror when he realized who it was.

"My God, get away!" He shrieked.

"Oooh, poor baby. You've been doing some wigowous physical twaining, haven't you? It's been tough, but you've managed to get back some of the muscle that you lost." She plucked his chart from where it hung on the foot of his bed and glanced over it. "Well… Rob Fisher, It looks like that you'll be able to walk all on your vewwy own soon!" She mentally kept telling herself she couldn't be doing this... but it was like she was on autopilot!

"No! You're insane! Go away, please!"

"And according to this, they say that you got this way because of an unknown degenerative musculoskeletal disorder. But you and I know better, don't we?" She felt dizzy with excitement. Like it was Christmas, and every present imaginable lay before her.

"They didn't believe me when I told them about you!" He replied angrily. "They put me on antipsychotics because they thought I was delusional! And all of a sudden you come back? This is no delusion!"

"Delusion? No, call me PowerFemme. Notice anything different about me?" She struck a double-bicep pose, her body pumped-up beyond belief. Her pectoral-backed breasts strained the limits of her super-strong outfit like twin watermelons, stretching the gold POWERFEMME wider than ever. Her columnar thighs were covered with wide, thick cables of ropy, striated muscle. She stuck a foot out in front of her and pointed her toe downwards. Her thigh erupted with huge, chiseled powerful quads.

Her huge arms ebbed and fluttered with muscles as she clenched her fists; dozens of bulges leapt into prominence. She brought her arms up and slowly flexed her biceps. She let out a soft sigh as the hospitalized man watched her biceps slowly mushroom to massive proportions. She unbent her arms and flexed them again, the better to pump them up. Another sigh and another flex pumped-up bigger harder biceps. A fourth flex and moan of sexual delight made her arms mesmerizingly huge. She tightened her upper body while still in a bicep flex, causing her suit to pop as it tightened against her rippling, granite-hard muscles pushing outward. It looked like she was about to explode out of her outfit yet the super-strong material held-fast. She was a vision of pure power. The emaciated man gasped at her sheer size, unable to believe what he was seeing. "You might say I've been working-out since we last met. But I haven't been. You wanna know where these muscles came from?" He had a good idea. He didn't reply, but instead leaned forward to reach for the nurse-call button on the bedside table. "Nuh-uh! I don't think you need to bother her, baby." She snatched the table and pulled it out of his reach. Smiling, she pulled a steel chair next to the bed and tried to sit down in it. "Don't bother yelling for help either, the walls look soundproof to me." The chair's arms weren't nearly wide enough for her, and they bent wider as she squeezed her rear on it. It groaned and screeched as she lowered her massive bulk onto the seat and the metal arms splayed outwards. "Whoops, clumsy me." She sighed as she gripped both chair handles and bent them wide enough for her to sit comfortably.

"That's better. I think you need a little company. I know that sick people like to have visitors. Let's see now, according to your chart, it looks like that you're managed to get back about 20% of what your strength was in your prime. That's very impressive. You must have splendid genes for building muscle. Congratulations. Now let me think. That would make me about -- oh, I don't know -- about fifty times stronger than you? What do you think of that?"

"I don't want to think about it. Please just go away! You've already ruined my life!" "That's not very considerate. You'll never have visitors if you act like that. If you're not going to be nice, I think I'm going to have to take something away from you -- as a sort of payment for coming here to cheer you up. Now, I wonder what you have that I want." She looked down at her bulging arms and smiled. "Well, it worked the first time. Why not again?"

"No, please! Don't do it!! I can't bear to be any weaker." He shook his head and tried to burrow farther into his sheets for protection. "It's been so hard for me! Please go away now. You've done enough damage!" "Oh, but we should get to know each other again."

"You've taken my strength!" With great effort he lifted his stick-thin arm and pointed at her "Those muscles are mine!" he screamed hoarsely.

"They WERE yours. They're mine now, and I like them MUCH better on me."

"I worked-out for years to get them!"

"Yeah, I guess you did. I bet you were real proud of your muscles, too. You needed them for your athletic scholarship, right? And I bet you were probably popular among the ladies, you hot stud." She made a sympathetic pout and dragged her finger down the length of his skinny body. "You worked so hard for your body, slaving away in the gym day after day. Pumping away with the weights for hours and hours. I haven't worked-out one day in my life, but I’m stronger than any man could ever be. I’ve taken away all your best assets to boot. That's not fair, is it? But then why don't you take your muscles back, if they're yours?" She chuckled.

He stared at her, helplessly. "I don't know how you took them, so how can I get them back?!!" He clasped both hands together. "Please! You have to give my strength back to me! You just have to!!"

"Oh I do?!! She put her hand on her chest in mock surprise. "Oh, no. I'm so sorry, honey -- that's not part of the game! It’s mine now, all mine! There's no way to give your muscles back. Unless, of course, you happen to be an expert in adaptogenic isotopes." She looked at his puzzled face and shook her head, sighing. "I guess you're not. Oh, but I just LOVE being so huge. Besides, you've got twenty percent of your strength back. That's plenty."

"Please don't hurt me?"

She rubbed her chin in thought. "Let's see. You're up to twenty percent of your old strength. I've always been good at math. So, if I were to take every ounce of strength from you, that would only make me two percent stronger or so. Hardly seems worth the effort for me to take it, does it?" He relaxed and looked up at her hopefully.

"Oh, but I nearly forgot!! I should tell you that a little while ago I injected myself with a serum that will triple every delicious little morsel of power I take from you. That means that you could increase my strength by as much as six percent. That's a bit more significant, wouldn't you say?"

"N-n-no! It's still nothing to you, but it's so much for me. P-p-please!" He stammered. PowerFemme got out of the chair and sat on the bed next to the shivering man who lay before her. "Tsk tsk, that's not very generous." She sidled closer to him, her super-tight workout outfit creaking as she moved. "In fact, I'm sure you didn't really mean it. You can spare a little muscle. You just don't realize it, do you? Let's take you down to nineteen percent of your former strength, just to see, ok?" Before he could utter a word in response, PowerFemme took a tiny sip of his strength, and shivered in pleasure as it was multiplied three-fold in her own body. OH BABY!

"No!" He screamed as he felt himself shrink a tiny bit.

"Ooooh! That's so nice! Even better than the last time I saw you!" She reeled from the sensation. The sense of strength overwhelmed her. She let her hands glide over, down, around and back up her breasts erotically. "Oh, that's more like it! A Goddess needs to be powerful!" "Please, don't! I can barely walk! I've worked so hard..." "Oh, but that's just the thing. You're a man. You get real results when you work out, while I'm just a girl! I need to be stronger to defend myself against all the big, strong men out there. And how am I going to get stronger? You know how it is, we girls lift weights, do our aerobics and all, and just get a tiny bit stronger, while you men get big and hard in no time at all. So, you understand, don't you? I just want to even things up a little." She shivered as she took a tiny bit more strength. "There, now you have about eighteen percent of your old strength left. That's still plenty for you, isn't it? And don't worry, I'm sure that if you work hard, one day you'll be on your feet again, even though it won't be for a little while at least."

"You're already so big! Why are you taking my muscle away?" he gasped. "I've never done anything to you."

"Well, I'm afraid that's just one of those things you men just don't understand. We women are choosy, and I've chosen you! Aren't you glad? Now, obviously you don't know what it feels like to absorb your muscle like this! Men always like to know it when they make a woman feel good, so I'll tell you. Every time I take a little bit of strength from you, it feels like a rush of energy rippling through me, making me tingle from the tips of my toes all the way up through my legs and body, down to my fingers and even my ears. I get warm and cold at the same time. Sometimes I even come! And that was before. Now, with this new formula I get an even more intense feeling as it gets multiplied again and again! And since we've done it together before, it makes it even better, more personal. It's sort of like old times, when I was weaker and you were stronger. I like to remember that, don't you?" "No! It's too painful. Please, don't go on like that. I don't want to hear it."

"Oh, you're such a joker. It's so nice to talk to you. It really makes it more meaningful than just taking strength from any stranger. You know, sometimes I just can't help myself…" She shivered again. "Oopsie, I just took a bit more… I think you're at seventeen percent now! You know it's so hard to stop, like having an open box of chocolates in front of me. Do you know what I mean?"

"Stop it! It's so unfair! I've got almost no muscle left again; won't you just leave me alone!" "But I can't resist you. You can't really see me get any bigger, can you? But oh, I can sure feel the tiny little jolts of your strength working their way through my body. Adding those eensy-weensy bits of your muscle to mine. But the effect on you is obvious. I bet you can't even sit up anymore, can you? Let's see." She pulled him forward, then watched as his body plopped back onto the pillows. "Nope! I was right."

"No, please give me my strength back! I'll do anything! Anything!"

"Aww poor baby. You were right on the edge there, almost able to get around on your own, and now you're stuck in bed again. How sad! It almost makes me feel a little bit guilty." She sighed. "But there's nothing I can do about it now, except stop taking your strength. But that’s no fun for me, is it? You know, talking about your strength is a bit depressing for me. I bet it is for you too! I'd rather talk about mine." She stood up and stretched. "What do you think?" she asked as she flexed her arms; they erupted and grew to an amazing height. The rest of her body showed an unbelievable display of rock-hard muscles bulging into vision. "Just look at me! The perfect picture of health! I've got muscles on my muscles, you see! And I'm so much taller than you, and so much stronger. So many, many times stronger! It's so much fun to be strong."

She stood-up off her metal chair and picked it up. Taking a leg in each hand, she began to push them together. It shrieked in protest as she began to twist and crush the steel chair into a useless shape. After wrapping two legs around each other, she dropped the metal to the floor as the hospitalized man gasped. PowerFemme grinned widely.

"I wasn't even trying, honey! It felt like I was crushing a paper cup."

"P-please… no."

"And you're so sweet -- your strength, that is -- I really can't resist you, you know." She moaned loudly with delight as she took a prolonged shot of his strength. "Oooh, look what I'm doing! You're down to sixteen… fifteen… fourteen percent all at once! Oh, God that felt good! This little ol' body of mine just keeps on growing and growing! I can't help myself!" He began to breathe a bit slower and slumped-back into his pillow. "Please… don't… no more…"

She deftly lifted him out of bed with one hand tucked under his armpit. "Don't beg, it'll just make me mad. I've never liked to listen to pleading. My, but you're light! Oh! I have something else to tell you. You know that big 'moan' I made just now. It was a really special one, a really special feeling. You know why?" "What are you talking about?"

She could hear the terror in his voice. PowerFemme leaned closer to him and whispered in his ear. "It's like a secret, something new from this new formula I told you about. Well, I should have told you about it earlier, but there's no time like the present. This is the big secret: no matter how much exercise you do, you'll never, ever be able to get any stronger."

"What?! No!" He was on the verge of panic.

"You know why? Well, I'm going to tell you because you've been so generous to me. I didn't just take your strength last time. I also took your ability to build muscle when you work out! Isn't that marvelous? It's so good for a girl to be able to do that!" She nodded, smiling as he looked-on in horror. She ran a finger down the ribs on his skinny chest. "And you've given me thrice your ability to convert protein into muscle, too. If I drink a protein shake, it'll just help me add even more strength."

"No! No!" He thrashed his head, unable to accept what he was hearing.

She shivered. "Ooopsie! It looks like I just took a teensy bit more muscle away from you just then. That'd reduce you to about twelve percent or so? Sorry about that, what WAS I thinking?" He gasped for breath and tried to shake his head, but he could barely hold it up. PowerFemme put the index finger of her free hand under his chin and lifted his face so she could look into his eyes.

"Of course I don't actually work out very often. As long as there are plenty of big, strong men around I can instantly get stronger any time I want to. In fact, there's no limit for how strong I can become! But if I do exercise, I'll build muscle three times as fast as you used to, and you were way above average even for men! Just think of what you've done for me! It's so, so sweet!" She nibbled away again at his dwindling strength.

"Ooopsie, it looks like I just took a teensy bit more muscle away from you. That'd reduce you to about eleven percent of your former strength or so? But I want you to know it felt really, really extra good. Now, where was I? Oh yes. If I ever do want to work out, why I'll just pile on more and more muscle, just like that!" She snapped her fingers. "But you, I'm afraid this is as strong as you can ever be."

"Look… what you're doing… to me!" He coughed.

"I can see what I'm doing to you! I've turned what little muscle you had into jello, but now they won't ever get any harder or bigger, will they? I’m sure it’s going to be frustrating for you. I can just imagine you laying in bed, not even strong enough to sit-up. You'll never get any stronger no matter how hard you try, but I'll just keep on pumping myself bigger and bigger in the gym. Maybe I’ll stop-by every now and then to show you how big I’m getting?"

He started, "Please… stop…" "What's that? I couldn't hear you. Did you say, 'you may as well take it all'? Awww! You're so generous! What a gentleman! Well, don't look now, but I think I just accidentally shrunk you down to ten percent strength, even before you offered!" She pursed her lips and said in a mockingly guilty-sounding voice "I'm sorry baby… I didn't mean to…"

"No… stop…"

"Well, let's make you have nine percent of your former strength, shall we?" She moaned again as she felt her body energize by another tiny fraction. "Oooh, there… that's much better, don't you think?"


"Call me PowerFemme…" She kissed him on his forehead, savoring his strength.

"Power… Femme.." he panted. " Can't you just leave ... me ... enough to live? You're getting so strong."

"So strong?" The huge woman stroked the underside of her muscle-engorged breasts. She could see the fear welling inside him. "I guess so, stud." She winked sexily. "But you're gonna be weak for a long, looong time!"

"Please… stop…"

"Whoops! Don't look now, but I think I just accidentally shrunk you down to eight percent!"

"No… stop…" He felt himself growing faint.

"Oh, I'll just take a teensy bit more… Oooh, there… that's much better, don't you think?" She felt her suit tighten against her, ever so slightly as her head began to spin with intoxication. "Ooh! Your strength is dribbling away, so it can be with my big, powerful, WONDERFUL body. Your life-force is adding more strength to my huge, strong, MUSCLE-PACKED, body!"

"Power… Femme.." he gasped. "You're too strong…"

"Ha ha, I'm a GODDESS, baby! I'm the strongest woman in the world! She flexed her free arm as hard as she could, her bicep soaring into the air, laced with crisscrossing veins. PowerFemme focused on drawing-in what was left of his strength -- slowly. She giggled. "Mmmmmm... I already have SO much, and you have so little. I guess this is a little greedy of me. Oooh!" She shivered as she swallowed another draught of his c'hi and felt it blossom into several more ounces of diamond-hard muscle beneath her skin. "Every precious little bit of strength means so much to you now and hardly makes any difference at all to me." Sipping at his c'hi, she moaned again, gleefully poking his arms, noting that they were shriveling-up. "Hee-hee, your muscles were like jello a few seconds ago, and I'm even starting to take that away from you! If this keeps-up, you're going to be all skin and bones any minute now. It would be plain greedy of me to take more when you already have almost nothing left." Pausing, she pretended to mull-over the issue in her head. He looked at her pleadingly as she considered the matter. "Welllll… I guess I wouldn't mind just a little bit more."

"Stop! No! Please!" he begged as she started taking what little was left of him. He could feel his bodily tissues being consumed by this enormous, greedily parasitic woman. "No, no, no, no!" he whimpered, feeling the last of his muscle slowly dissolve from his body. His jaw hung limp; the muscles which moved it were no longer capable of exerting any force. His vital organs, however, retained the minimum amount of tissue he needed to stay alive and conscious. His muscle gone, PowerFemme began to avariciously devour his remaining non-muscular tissue.

"Aww, did the widdle, iddy, biddy girwie just take away mister muscle man's widdle biddy muscles?" She grunted as she wrung him for strength; PowerFemme held-up his arm and delightedly watched it shrivel into skin and bare bones. "Oh, she did, and now he doesn't have them any more! Twy as he may, he can't get them back." She giggled as she toyed with him, feeling the level of her power creep steadily upwards to reach new frontiers of strength as her body tripled his energy within her. "He can twy and twy with all his might. She's gonna have all the fun, and he's gonna be vewy, VEWWY puny and weak. Poor, poor widdle baby!"

He just fell limp in her hand, abandoning hope of escaping.

"Can the big stwong man even get one inch away fwom the widdle biddy girwie? No, I don't think he can! She wants him so much, all of him." She shivered with pleasure, still hungry for power. "All your muscle is gone, but I'm still getting stronger. Why is that, do you think?"

He gagged while trying to breathe.

"No, but good guess." She grunted slightly, applying more effort into her growth. "Oh, that felt nice! My new serum lets me convert what's left of your body into energy for mine. So I can shrink you even more than I did last time!" She grunted again. "Oh, it feels sooooo goooood. A Goddess needs to be all-powerful! But I'm feeling in a generous mood. If you ask, I'll stop. Want me to stop?"

He struggled to nod, but his head just pitched forward and hung limply.

"Really? You think I deserve to be even stronger?" Softly trilling in pleasure, she began to concentrate on sucking the few bits of tissue he had left. "You're such a gentleman!" She kept shrinking him, drinking-in every delicious ounce of energy she could. He was reduced as small as Jake was with Eileen. She started to strain at the effort it took to maintain the strength transfer while converting what was left of his body into energy she could add to her own.

"Ooh, come on, come ON!" Licking her lips, she trembled at the enormous strain she was under… straining to reach every delicious, energizing shred of energy she possibly could! "Mmmmm! More power! More power!" She couldn't control her ravenous appetite as his remaining tissues withered away. "Bigger! Mmmmmohhh, stronger!" She huffed and puffed. "Mmmmmmooohhhhh!! Bigger!! MMMMM! Ssssstronger!" She blurted breathlessly with each burst of energy she stole. With each burst, she felt her body grow mightier.

"OH! Come ON! GRRRRR!" She grit her teeth, absolutely delirious. "Gotta get stronger! GRRRR!!!! Gotta get STRONGER! I feel INVINCIBLE!" Her desire for more power swept her away. It was a need which overrode every other. Nothing else in the world mattered. "MMMM! GOTTA GET STRONGER!!" She felt him dry up in her hand like a rag doll, she clenched her teeth as she struggled to grasp what tiny bit was left. "MORE STRENGTH!" She grunted, struggling to convert any and all of his palpable remnants into energy. Fitfully, she cried-out. "MORE! C'MON! MORE! MORE! MORE!!!" The helpless man shrunk; he was beginning to resemble a shriveled, hairy fetus, but still PowerFemme howled "MORE! MOOORRRRE! MOOOORRRRE!!!" while shivering with ecstasy. "MORE POWER! INFINITE POWER!" She screamed just as she sensed that his energy was exhausted. He just lay there in her hand, crumpled. Still conscious, but utterly drained of every scrap of palpable energy. She dropped him on the bed and shook-off the wonderful tingling sensation still echoing through her just-bolstered physique. Rubbing her hands over her body she moaned loudly and kissed what was left of her latest meal on the forehead.

"Whoa! Look at me!" She purred giving her arm a test-squeeze, she could barely press a dimple into her biceps and triceps. "Rock solid! Mmmmm, just the way I like them! Great seeing you again, honey! Thanks for everything!" Blowing him a kiss, picking-up the twisted chair to leave as little evidence behind as possible, and feeling more energized than ever, PowerFemme quietly closed the door behind her. As soon as she left the room, Eileen had just arrived from down the hall; Amber was walking next to her looking to as small and frail as a child. They approached Delilah and Amber studied the enormous woman closely and noted the ruined steel chair in her hand.

"Shit! I think you look even bigger than the last time I saw you! What have you been eating?" Amber was open-mouthed, looking-up at PowerFemme, and then Eileen. Both women were two feet taller than she.

"Let's get out of here." Said Delilah, red-faced and panting from her power-rush.

"Did I just see you come out of that room?" Asked Eileen as they hurried towards the hospital exit. PowerFemme smiled enigmatically. "What's with the chair?"

"I was with an old friend." PowerFemme chuckled. "He, um, was just giving me a present." The three of them stepped through the sliding door, outside into the chilly air. Clearing her throat, Delilah said to her muscle-bound lab-assistant. "We have important work to do tonight at the lab. Not a moment to waste."

"I'll be there for sure." Eileen's eyes sparkled as she flashed her famous, million-dollar smile.



To be continued… (The next installment won't be ready for a long time… but PowerFemme and UltraTigress will be back- bigger and better than before.)

Special thanks to John Holmvald for this picture!