Max had no idea how Will had made his deepest fantasy come true, but he was staring at something he only thought about in his dreams. He had no idea how but Will was now a horned up boy with an extremely provocative costume and a body that just was custom made for usage by other boys. He had just effortlessly defeated a group of bad guys without breaking a sweat. Will approach the tied up man and gave him a flirty kiss, which made Max almost cum in his pants immediately.
"Will, how?" he managed to blurt out. Will just beckoned to the device. "Can you use it make me like that, too?" Max asked. Will just turned around and grinded his lycra-clad hips and enormous butt against Max's crotch. It was almost too erotic for Max to bare.
"Even better. My new powers include shapeshifting and matter manipulation!" Will said as he pointed his gloved hand to Max's body. A beam of energy appeared out of his fingers as Max's cop uniform suddenly disintegrated, leaving him naked. Max was in decent shape for a 30 year old but there were definitely signs of aging. Will couldn't help but notice Max's rock hard cock and giggled. "You're so handsome", Will said making Max blush. "But I can make you even cuter".
Max moaned as Will used his hands to rub all over his body. He felt his body hair fall to the floor and his body fat turn to pure muscle. Will molded his arms and legs like putty until they were shorter and slimmer. He kissed Max's throat and Max's Adam's apple moved up. Finally, Max's face began to de-age as a bunch of freckles spread out. His hair turned to dirty blonde and grew longer until it was curly and unkempt, reminiscent of a skater boy. He now was slightly younger than Will in appearance, but with even more exaggerated features. His tits were inflated to show off his perky boynips, and his eight pack was the centerpiece of his impressive musculature. Will couldn't wait to see how Max's body looked inside a supersuit, but first he had to receive his powers.
Will broke off from a long kiss, Max was experiencing just how high his new libido was. "How do I become like you?", Max said, shocked to hear how high his voice had become. "Drink from the source", said Will, gesturing down below. Max needed no convincing. He pulled the spandex leotard to the side and engulfed Will's 4 inch supercock with his needy mouth. Will let out a boyish moan as Max sucked hungrily. His muscles tensed as all of Will's powers began to flow into him. Will reached around and stuck a few fingers into Max's new boyhole, which was very difficult with his absurdly round and pillowy buttcheeks. Max yelped in shock but began to scream in pure ecstacy as Will's supersped fingers began to massage his prostate directly. Will began to float involuntarily, lifting Max with him until they were a few feet above the ground. Soon it was too much and both boys experienced their first super orgasm, pleasure better than all of their previous ones combined. Will's penis spasmed uncontrollably in Max's mouth but Max easily swallowed everything with his throat custom built for sex. After 5 minutes, both boys were finally down from their high (literally) as Max kissed Will again and lapped some of his delicious cum between them.
"Happy?" "Yeah, this is beyond amazing." Max replied. "Well now you can make your own costume I guess", Will said. The four criminals Will took out were already totally forgotten.
Max concentrated intensely with his new powers and materialized a similar outfit to Will's. "Holy shit SuperMax you're even more faggy than me!" Will said. It was true. Max's baby blue spandex unitard had a similar "M" logo to Will's, but Max also gave himself a boob window for his now pierced nipples, a pet collar with his logo attached, and cat ears/tail that also fit with his cute cat mask. "I will always be your sidekick, so that means I'm your pet Will", said Max. "Very well boy, I think it's time we introduced the city to their new heroes"