Going down to the railroad.

"I think we should go somewhere with heavier stuff," Liz decided, before flexing a bicep and watching it stretch the sleeve of her shirt, "Give these a real workout and find out just what we can do." She smiled at Alicia and Athena, "So? Any ideas? I mean, the equipment in the basement is all right, but I think Josh would like to have his stuff back." The three girls shared a giggle.

Alicia suddenly snapped her fingers, "Ah! What about the old railyard? Ever since it got cleaned up, it's been pretty safe." That was true, the old railyard was only used to store trains that could only be used for salvage and were waiting to be broken down for scrap metal. That left a large number of trains there...and large amounts of physical train parts. Train parts that would be perfect for three young girls to test their strength with.

"Plus my house is close by!" Alicia finished and Liz nodded, before blinking as she realized something.

"You did tell your mom about what happened to you, right?" Alicia's blush told her that no, Mrs. Yamada didn't know and that Alicia was going to be in for a stern lecture from the woman, who could be fiery when she wasn't demure and smiling. Liz then remembered the stern lecture she had received from her step-dad and mom that morning before breakfast, and the extraction of a promise not to masturbate or have sex in public. Thankfully, Liz's step-dad knew people who worked for specialty 'Big And Tall' shops who could get her and her friends clothing that wouldn't look like it was painted on if they got 'carried away' again.

"Eh," Athena said flippantly as she shrugged her engorged shoulders, "I'm sure she'll be cool with it." She smiled naughtily, "Probably not going to let you out her sight for a while, which is fine my by me."

Alicia frowned cutely before the three of them started giggling and finished breakfast, thankful that it was the weekend.

Getting to the old rail yard typically took a few hours on foot, since Josh had to leave before they did, but when Athena suggested a race, the three girls found out another advantage to their new muscles as they began to sprint down the streets and roads heading to the railyard, their powerful legs propelling them down the road at speeds that would make an Olympic runner jealous as the distance flew by.

Alicia was the first to arrive at the locked gate to the rail yard, sliding to a halt with a smile as Liz arrived seconds later while Athena lazily brought up the rear, "Ha! I win!"

Liz gave a small glare at Alicia, pouting, "I would have won if you didn't use that shortcut!" The smaller, bulkier girl had jumped off the path and down a small drop to gain an advantage, cutting past several bends and forcing the other two to do the same to catch up, the three miniature titanesses landing hard each time but not feeling any ill effects.

Athena giggled, "Doesn't matter, she won the race, and now she gets to claim her prize," she drawled as she glanced pointedly at the growing bulge under Liz's skirt, "Better get to it, I'll open the gate."

Liz shifted uncomfortably, the run had rubbed her...well, it had rubbed her the right way and she could already feel it pulling itself free as her twelve inch monster swelled inside her moistening pussy, providing the lubrication for it to leave faster while Alicia slipped of her panties and spread her legs, allowing Liz to spot the small spots on the dusty ground forming from her friend's dripping pussy.

Liz quickly slipped off her own panties as they became increasingly tight while Athena studied the gate, glancing back to see Liz's cock free itself with a soft pop and begin swelling and lengthening into it's full sixteen-inches, tenting her own skirt as Liz approached Alicia while Athena turned her attention back to the gate. It was the public access gate, but since there was a more convenient gate on the other side of the railyard, this gate had rusted due to disuse. It was, however, unlocked as Athena grabbed the rusted gate and began pulling.

Muscles bulged and swelled as the sliding gate creaked and groaned but remained firmly stuck in place. Athena simply grunted and shifted to put more **** into her actions, the blonde glancing to see Liz and Alicia kissing deeply before Liz's hands gripped Alicia's butt and lifted the girl easily and into position, the smaller girl wrapping her powerful legs around Liz's waist.

"Ready?" Liz asked and Alicia nodded, kissing her friend, before Liz brought Alicia down onto her throbbing cock, the smaller girl making a gasp as her wet pussy met Liz's tip and then entered, her virgin pussy stretching but remaining tight as Liz slid all the way in, waited for the other girl to prepare herself, and then began to fuck her, pumping up and down as Athena gave up on pulling and began pushing, using her swollen muscles more forcefully as Liz picked up speed and pumped Alicia harder and harder, feeling her pussy twitch and spasm as cum mixed with Liz's own pre-cum dripped onto the ground.

Alicia, holding onto Liz, had managed to tease the bigger girl's shirt up and over her huge H-cups, her mouth quickly seeking out Liz's stiff, swelling nipples to begin immediately sucking hard, teasing out her milk while one hand began teasing her own fat nipples as Liz grunted and growled, feeling her heavy testicles beginning to rise upwards and she picked up the pace.

A loud screech caused the two to glance to the side momentarily and spot Athena forcing the gate open, her arm and leg muscles bulging from the exertion before Liz felt her penis begin to pulse as she moaned, "Cu-cumming!" Her penis twitched as spurts of warm semen pulsed into Alicia's pussy, filling the girl's womb before with a shudder and a flex of her groin, Liz finished cumming but kept her still-stiff penis inside Alicia, who shuddered and gasped as her muscles and breasts began to grow, muscles swelling as the girl grew taller, her proportions still bulky as Liz pumped once or twice to keep her dick nice and hard, which wasn't much of a problem as her nipples pulsed and began squirting torrents of milk into Alicia's mouth.

Alicia's nipples swelled and fattened, droplets of milk wetting her shirt as her breasts inflated from G-Cups into a pair of heavy I-Cups, and the girl finally became noticeably heavier to Liz, her height now an even six-feet.

"Hey, I got the gate open," Athena spoke up before smiling as Liz started Round 2, her meaty shaft pumping into Alicia as cum and semen dripped onto the ground.

Slipping off her own panties, Athena leaned against the fence and began masturbating as she watched the show.