Baphrim and Serick ***WARNING!!!*** This story contains extreme hyper cock, ball, butt, cock and muscle growth. It also contains extreme orgasms, hyper tongues, urethra expansion, sounding and general extremeness. The day was quiet and peaceful as Baphrim the mint green bat was flying about. The bat no taller than two feet tall and was wearing a red thong which complimented his big booty and especially his sizeable package. The reason Baphrim was flying about was in hopes of finding another person with growth abilities on par with his own, and as luck would have it that desire was about to come true for him. The bat soon sensed someone else with growth powers like his own, which were staggeringly immense, so Baphrim quickly flew in the direction of who he could sense. After a moment the bat spotted a black creature made of ink. This black creature was wearing a red thong with gold trim similar to Baphrim's, and like Baphrim the black creature was packing a hefty bulge and booty. Baphrim's mind was already thinking about this black creature and himself growing impossibly huge... and going all out soon after. Barely containing his excitement Baphrim flew over to the ink creature and spoke to him. "Hey there cutey," Baphrim said happily, "would ya mind if I hang out with you?" The inky creature grinned and chuckled as he could sense the same thing Baphrim could sense. "For someone as sexy as you?" the ink creature said, "Of course ya can~" Baphrim smiled and flew over to the ink creature and floated around him looking at all of the creature's curves. "So my name is Baphrim, what's yours?" Baphrim asked poking the side of the ink creature's booty. "You can call me Serick." the ink creature said as he poked Baphrim's booty in return. "I am guessing you wanna do more than hang out huh? If what I am sensing from you is correct~" The bat giggled and stuck his tongue out at Serick. "Hehe, you know it Serick!" the bat said with a cheeky tone, "I wanna have a growing session with you, maybe record destroyingly big." Serick grins and gropes the bat's balls. "Only record destroyingly big?" Serick said with a tsk, "I dunno, that sounds a little small to me." Baphrim giggled and smooshed his bulge into Serick's nubby arms. "Well, record destroyingly to start with at the very least." Baphrim said with a wink. "How about you start us off Serick since you just had to tease about how small the size I mentioned was?~" Serick grins and nods as he steps back from Baphrim. The ink creature then stretched a bit and suddenly KABOOOOOMP! Baphrim's sight was nothing but the stretchy red material of Serick's thong covered bulge. All twenty-four Prime Realms were outgrown... All of the Centrum Realm from the Elemental Realms to the Mononchromtic Planes were all but specks to him. Chakra, Kaballah, Jain, Yggdrasil, Hindu and Budhism Realms each one completely surpassed as though they never existed. All five of the impossibly massive layers of the Imbalance Realm, each one being an uncountable exponent larger than the previous were nothing to Serick. The Final Logical Realms could not stand up to the illogical nature of how big Serick's booty and package were becoming. Even the Abstract Realms became a further illogical mess in the face of Serick's growth spurt. Entire concepts, Realms believed endless, and even Realms that not many could even perceive as existing were all outgrown by Serick. Time itself was collapsing and being rendered still as the ink creature outgrew TIME itself until he entered the first Alternate Timeline and stops growing. Serick giggles as he opens a pair of portals so he and Baphrim can see each other face to face. "I hope this isn't too small of a start Baphrim." Serick says relaxing back into his booty. "I didn't wanna go TOO far in a second." Serick had indeed grown an entire Factor in size in one single second, a Factor being the size of an entire Timeline. The bat moaned softly and pressed his body against Serick's impossibly gigantic bulge. "Nah it's okay Serick," Baphrim said with a giggle, "it may be a small start, but it shows me you've got what it takes~ But now it's my turn~" Baphrim then began his turn to grow, to say 'blink and you'll miss it' would be a tremendous understatement. A Planck Time Unit would even be far to massive time measurement to describe how fast Baphrim butt and package took to reach Serick's size! But the bat only did that initial speed boost to tease Serick as the bat the slowed down to a massive degree and only started growing a Factor larger every femtosecond or so. After reaching a quadrillion Factors in size the bat shook his booty and then ramped up the speed a smidge causing him to grow through only five Factors in a femtosecond. The bat continued to grow at this speed for seven seconds from the start of his growth before stopping. A rather impressive size of thirty-one quadrillion Factors! (31,000,000,000,000,000 Factors.) "Oopsie," Baphime said with a giggle, "I think I held back too much during those seven second~" Serick grinned as he pressed his Factor sized bulge against Baphrim's mint green booty. "I can see that Baphrim," Serick said as he booped the bat's nose through the portal, "looks like you were holding back 150% if I were to guess, or maybe even 200%~" Despite the teasing both of them were having TONS of fun with this, they both KNEW what the other was capable of just from their initial growth spurts. Seeing as Baphrim outgrew him in less than a Planck Time Unit Serick was prepared to do the same, just maybe a little more so. A Planck Time Unit is roughly one quattuordecillionth of a second. (1,000,000,000,000,000,000,000,000,000) (10^45) A Zoath is roughly one centillionth of a second... (10^303) In roughly a billionth of a Zoath Serick outgrew Baphrim and instead of slowing down... the ink creature increased his growth speed... A Factor every trillionth (10^12) of a Zoath, then every septillionth... (10^24) then every octodecillionth... (10^57) Alternate Timelines were flashing by Serick's growing endowments at a rate that was impossible to perceive even the impossibililty there of! Despite this impressive growth speed Serick was merely relaxing against the base of his cock, being completely casual about the imperceptible growth that was occuring. After seven seconds of growth the ink creature let his cock out of his thong and caused it to become fully erect. Even still he retained his composure and maintained his impossible growth speed for seven more seconds before ending. Serick's impressive booty, cock and balls were so large no number could accurately count the sheer number of Factor he had become. Graham's Number, Tree(3), he was beyond even those number of Factors in size. "So from one tiny guy to another," Serick said resting against his booty, "after you surpass me by however much let's then sync up and start getting a little serious, sound good?" "Sounds good," Baphrim said as tapped the base of Serick's cock through the portal, "guess I might as well make this one count for a little more then~" The being who named the Zoath time unit had no idea when naming that time unit that there would be beings that could put it to shame. But here is Baphrim growing to Serick's size so utterly fast that even a Zoath would be useless, even a Zoath of a Zoath, a Zoath divided by a Tree(3), the bat's growth was simply so fast it may as well have been a Baphrim Time Unit. Like Serick before him Baphrim increased the growth speed, but he didn't do it just once he was CONSTANTLY increasing it every passing moment! Impossible amounts of Factors worth of Alternate Timelines were shaking, trembling and being torn assunder by the bat, even Alternate Timelines uncountable Factors beyond Baphrim were collapsing before he had even reached them! Baphrim however was simply situating himself into a more comfortable position against his rump as he continues his growth surge which was impossibly casual to him despite the speed STILL increasing! Not even a second had passed and his initial growth speed had been surpassed by countless Baphrims, GigaBaphrims, InfiniBaphrims it was all too much... The bat's growth was so immense that he reached the very end of the Alternate Timelines, but... he FURTHER increased his growth speed! Every InfiniBaphrim Time Unit the bat was growing several exponential InfiniBaphrims bigger and continually increasing that amount to greater and greater extremes. This plane, this AntiReality was a place most wouldn't even know existed, but obviously Baphrim and Serick know of it very well. "Ooooh," Baphrim said with a giggle, "looks like I reached reached this little place already. I guess if I wanna outgrow it in this growth spurt I better stop growing so slow~" Serick giggled and grinned at this as Baphrim let loose an unfathomably huge growth surge. KAAAARRRUUUMMMBBBLLLLEEEE!!! BAAAABBBBWWWWWWWOOOOOOOOOOOOOOMMMMMMMPPPPPPPPPHHHHHHHHHHHH!!! Baphrim was growing so fast any description one instant would be instantly surpassed the next instant. Just a single second of the impressive growth surge was more than most would even be able to imagine in a lifetime, but to Serick and Baphrim it was just another day... and still not enough. Ar-F (AntiReality Factors) were the only thing that could be used to describe the sheer mass of Baphrim. One single Ar-F is considered to be roughly... Well... Number of Alternate Timeline Factors = (At-F) (1 Ar-F) = At-F^^^...(At-F)...^^^At-F Baprhim... well, had grown through a couple thousand Ar-F's in a few seconds... The bat's growth lust didn't end until he had reached an impressive thirty-seven trillion Ar-F's. Despite how far behind Serick was, how utterly, infinitesimally, subatomically tiny he was compared to the bat in an imperceptibly small percent of a percent of an instant he managed to grow to match Baphrim's size perfectly. "Well Baphrim," Serick said with a chuckle, "I think we have proven what we are both capable of. So what do you say we sync up our growth and stop being so dang tiny?" Baphrim nodded in agreement as they now both started to grow in unison, neither of them outmatching the other. Serick's statement wasn't just a little tease, his words did hold unmitigated truth. After all... despite their size... they weren't even one percent the way to their record sizes!!! "Now then Serick," Baphrim said as he rested his chin on his nubby arm, "should we reach our record size now or take a bit? One way or another I KNOW I wanna outgrow my record with you." "Oh that is always a hard choice." Serick said with a chuckle, "How about we take ten minutes to reach our record sizes? And with each minute we take turns choosing some fun things to do." "Oooh, I like the sound of that Serick," the bat said with a big grin, "better crank up our speed then, at this rate it'd take me centuries to reach my record size, maybe a few millennia~" Serick nodded in agreement as it would be the same to him. Their record sizes were so utterly immense that even if they were to to grow at a rate of a trillion Ar-F's every second it would LITERALLY take them several centuries to reach their record sizes... So... RUMBLE! Auras began to envelope the pair... RRRRUUUMMMMMMMBBBBBBLLLLLLLEEEEEEE!! A light blue one for Baphrim, and a light purple one for Serick... RRRRRRRRRRUUUUUUUUUUMMMMMMMMMMMBBBBBBBBBBBLLLLLLLLLLLLEEEEEEEEEEEE!!! Their auras even began to surge with energy before they started to even increase their growth speed... KKKRRRRAAACCCKKKLLLLEEEE-BBBWWOOOOMMMMPPPPHHHHH!!! Too utterly fast was all that could be said as Ar-F's no longer had any logical place to denote the sheer size of the pair. Of course there was the matter of the activities every minute, so without saying much Baphrim buried his booty between the crevasse between Serick's cock and buttcheeks. He pressed back with enough force that Serick received a face full of mint green booty. As the inky creature nuzzled into and rubbed Baphrim's rump with his hands he created a pair of ring spells at the base of his and Baphrim's cocks. "I wanna build up our orgasms," Serick said as he pushed deeply into Baphrim's growing booty, "so when we do cum and combine our growth inducing cum it'll be REALLY intense~" Baphrim cooed and nodded in response as he LOVED the idea. In the mean time though after thirty seconds of facesitting the bat pulled away and let Serick return the favor. The bat of course nuzzled into Serick's soft yet somewhat firm booty, even giving it a few light slaps with his nubby arms. After just the first minute AntiReality had been surpassed. Despite having reached this place many times Serick and Baphrim weren't even sure entire what it was, to them it was just another stepping stone to their destination. "Let's see," Serick said, "How about we dress one another in cute outfits? Two for me and two for you?" Baphrim nodded in agreement as his inky friend magically gave the bat a cute Japanese schoolgirl outfit. "Oh senpai," Baphrim said in a fake Japanese schoolgirl voice, "I'm sorry I'm so small, I've been training to get bigger for you~" He and Serick both giggled as Baphrim then gave Serick a Playboy Bunny outfit, complete with fluffy tail, cuffs and bunny ears. "Gonna need one big club to contain me~" Serick said as he posed a little before changing Baphrim's outfit into some sexy deep red lingerie. Stockings, armwarmers, a thong and even a bra. "Oooh, sexy~" Baphrim said with a grin, "I already know what we can do next with this~" The bat then changed Serick's clothes into the same basic outfit he had been given. After Serick posed for a bit Baphrim magically created a pair of inexplicably immovable poles. "Now then Serick," the bat said in a lusty tone, "let's strip dance for each other~" Sericks nods as he grabs the pole and begins to spin around it causing his indescribably huge cock, balls and booty to spin and wobble about. The inky creature then made a show of taking off his armwarmers and stockings making them magically vanish as he did. He then takes off his bra then finishes by telekinetically removing his thong making sure to give his booty a big shake. Intense rumbling could be heard coming from Baphrim's growing balls as he watched the short show. So the bat wasted no time in returning the favor and giving Serick a strip dance show. Once the bat was naked, and Serick's balls rumbled as well, Serick magically created two pieces of bubblegum. "So ya into blowing massive bubbles?" Baphrim took a piece of the gum and began to chew it as Serick did the same thing. "I guess like everything, it depends on what you mean by massive~" After chewing for a bit both of the growing boys inhale so deeply their chests balloon outward in a cartoon-like fashion and then... FFFFFWWWWWOOOOOOOOOSSSSSSSSSHHHHHHHHHHHHHHH!!! Their bubblegum bubbles became as big as their impressively massive endowments. They both then started to hump into their friend's bubble as they continued to blow their bubbles bigger and bigger, at first twice as big as their endowments, then five times bigger, and then ten times bigger! As they humped their balls rumbled more loudly as the aura around their balls was sparking and crackling with even greater intensity. After thirty seconds of humping both Baphrim and Serick decided to inhale the air in their bubbles causing their bellies to inflate to the size the bubbles were. After pressing their bellies together for the remining thirty seconds they causing their stomachs to reduce to their normal sizes. "Mmm, now for something a little more arousing." Baphrim said with a big devious grin. The bat floated in front of Serick, pointing his gigantic erection directly at Serick's cockhole. The inky creature grinned at Baphrim and gestured for him to go right ahead. Baphrim eagerly accepted the offer and waisted no time in burying his cock balls deep into Serick's cockhole. Serick moaned deeply in pleasure as his urethra was being given quite a stretch from Baphrim's cock. During this Serick's balls began to rumble more loudly, they double in size compared to the rest of him, and discharge massive arks of energy. After half a minute Baphrim pulls his cock out of his inky buddy's cock to which Serick penetrated the bat's cock. Like Serick Baphrim's testes rumbled and grew larger than him. After the remaining time for this minute of activity Serick pulls out of the bat's cock. "Ya know Baphrim," Serick said holding his arms in a flexing pose, "how about we make our tiny bodies nice and muscular?~" "Ohhh, that sounds good~" Baphrim said as he and Serick suddenly... KKKAAARRRRUUUMMMMBBBBLLLLEEEE! BBBBBOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOMMMMMMMMMMMMMM!!!~ From tiny bodies to titanic muscled godlike beings. Despite their muscles being one-hundredth the size of their butts, cocks and balls it was still no less of an impressive set of muscles. Gigantic legs, powerful abs and pecs that were harder than any known metal or alloys, humungous head consuming neck muscles and disproportionately massive arms. They both flexed their arms causing their biceps to swell up practically like balloons. That simple flex caused their cocks to throb, same for their balls which sounded like they were straining! The two titans flexed and posed for one another for a full minute before Baphrim went ahead and chose what they were doing for their next minute. The green bat flexed his arms harder causing his biceps to swell ever larger until his biceps alone were twice the size of his endowments. "So Serick," Baphrim said with a chuckle, "wanna hump my biceps?" The inky creature grins and floats over to the monstrously huge twin biceps and pushed his cock between them like they were a pair of breasts or a giant booty. Every few humps caused Serick's balls to grow larger and larger than him, it was becoming amazing to both of them that the cockring spell was holding it all back! After the usual amount of time for these activities Serick pulls away from Baphrim and proceeds to pump his biceps to the same scale Baphrim had done for him. Of course the muscled bat rammed his cock between those big black balloon like biceps and feverishly began to hump them. Like Serick the bat's balls were growing in size from the orgasm being denied exit, his balls like Serick's had swelled five times larger than the rest of their endowments. After finishing with the bicep-job the pair changed their bodies back to their tiny natural sizes. "Ohh Serick," Baphrim said with a shiver and a moan, "still three minutes left and my balls feel like they're gonna blow~" "Oh gosh I know," Serick said in the same tone, "I wonder if my cockring spell can keep holding out till then?~" He then took a moment to think of the next activity, all the while their balls were quaking and swelling in size. "Oh, how about we lick each others cocks?" Licking their cocks would seem silly to an outsider, a small tongue licking a few inches of the base of their respective cocks. But for these two this offer was something a bit more interesting. The black creature stuck out his tongue and caused it to swell to a size rivaling that of his cock and began to lick his bat friend's shaft. Baphrim moaned in deep pleasure feeling Serick's warm saliva slathering all over his shaft and decided to go ahead and return the favor at the same time. So the bat stuck out his tongue causing it to match Serick's massive tongue and began to lick all over the inky creature's black shaft. As the pair frantically licked all over their partner's cocks the energy within their balls began to grow at an ALARMING degree. Their auras were growing in size around their balls, energy began to ERUPT with unsurpassed intensity and their testes began to multiply in size every few seconds. After about twenty seconds of licking Baphrim and Serick's balls had grown well over one hundred times larger then the rest of their endowments. The pressure building within their balls was so great Baphrim and Serick were unable to lick their partner's cock any longer. "S-S-Serick," Baphrim said unable to stop shaking and drooling all over the base of his cock, "I-I-I don't think I c-c-can hold it back anym-m-m-more!" "Ohhhh," Serick uttered while in the same condition as Baphrim, "p-p-perhaps I should u-u-undo the..." Before Serick could finish both Serick and Baphrim's balls swelled ten times larger and... KKKKKKKKRRRRRAAAAAAAAACCCCCCCKKKKKKKKKKKLLLLLLLLLLLEEEEEEEEEEE! KKKKKKKKKAAAAAAAAABBBBBBBBBBBBOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOMMMMMMMMMMMMM!!! The ringed spell around the base of their cocks was overpowered and shattered from the shear power welling up in the growing pair's balls. All of the built up cum began to force itself out of their balls and unto their urethras. Baphrim and Serick's urethras swelled FAR beyond anything they had ever seen, their urethras alone surpassing their record sizes before even a drop had sprayed out of their glans. As their cum did start to escape their cocks the pair attempted to collect all of the jizz into an psychic orb despite their orgasmic stupor. Luckily they did have enough focus to contain their cum even as they started cumming even harder! The shear power produced from their cum erupting from their cocktips was so great that their spray which may normally be a 90 degree cone was nearly 180 DEGREES! As their urethras bloated from the raging orgasm Serick and Baphrim started growing uncontrollably as well... almost expectedly at this point. Already their butts, cocks and balls had become a few googols... no wait... googolplexes times larger than their previous record sizes and was only increasing at an alarming rate! "Ohhhh, Baphrim," Serick said having a little more mental stability, "ya think we overdid it?~" "Hmmm, I dunno Serick," Baphrim said with a giggle, "maybe I'll have an answer after we drink our cum, ya know, once we stop cumming~" The fury of that orgasm wasn't diminishing one bit, in fact it seemed to be intensifying along with their growth. Their urethras were large beyond all reasoning, and their endowments were 760^^^(640,000)^^^10 PR's! ("Previous Record" size) It took an entire minute or increasingly powerful orgasmic fury before the pair was actually able to catch up with the size of their urethras, however their orgasms were far from over. They both playfully bumped their colossal urethra's against each others as that force cum to exit their cocktips a smidge faster. Even this current realm reached its limit as the pair entered a place simply called "Theorized Limit of All." Neither Baphrim or Serick were able to know how big this place was, but they did know their growth was only just beginning considering they haven't even touched the orb of cum they were producing. After five more minutes of pressing groping and grinning the bat and ink creature's orgasms ended. They psychically squeezed the last drops of cum from their cocks and put the remainder in the orb of cum. Currently the pair's bouncy booties, still full balls and throbbing cocks were 395,^^^(ERROR)^^^10 PR's. The orb of cum however was their current size exponentially multiplied by their current size, which was exponentially multiplied by that new number... repeated TWENTY FIVE TIMES!!! "Oh gosh Serick," Baphrim said gazing at their mixture of cum, "I can feel how much power is wriggling about our cum there!" "I know Baprhim!" Serick said excitedly, "What do you say we start with a single drop each and see what happens?~" "Mmmm, that sounds a GREAT idea~" Baphrim said as they both teleported a drop to the ends of their nubby arms. "Bottom up my inky friend~" They both stuck out their tongues reached the ends of their nubby arms towards their tongues and... a....................n....................d a n d SSSSSSSHHHHHHAAAAAAAAAABBBBBBBBBBOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOMMMMMMMMMMMMM!!! No measure of time existed to descibe how fast it took for the pair's endowments SURGED past the size of their collected ball of cum. BUT, the surge didn't stop there, it was only just the beginning! This Theorized Limit of All began to collapse around the pair as their mass became more than this Limit could contain. Chaos, distortion, collapse, calamity, everything around the pair was in such disarray as they only continued to grow infinite TLoA's (size of Theorized Limit of All) every googolth of an instant. And yet... "FROM ONE DROP!!!" exclaimed Baphrim as their five seconds of growth from the drop came to an end. "I know Baphrim!" Serick said in response, "To answer previous statement, NO, we have NOT gone too far. We haven't gone far enough! Let's do it Baphrim, let's drink our cum and become "too big~" Baphrim nods as they split their collected orb of cum in half and INSTANTLY both of them drank every drop causing their bellies to swell. One thing the pair had learned through experience is the more you hold back an impending growth surge the greater its intensity than if it was allowed to go unabated. So they both did just that. They could feel the immeasurable power growing within them as they absorbed the cum into their bodies. It took them only three seconds to absorb it all, but that three seconds was practically torturous giving the enormity of the power they were gaining. They tried to hold for a little while longer after absorbing all of the cum, but they didn't even last half a second before... KKKKRRRRRAAAAAAAAAACCCCCCCCKKKKKKKKKAAAAAAAABBBBBBBOOOOOOOOOOOOOOOOOMMMMMMMMMM!!! KKKKAAAAAAAAAAPPPPPPPHHHHHHHHWWWWWWOOOOOOOOOOMMMMMMMMMMPPPPPPPPPPPPPPPPHHHHHHHHHHHH!!! The pair INSTANTLY surpassed the plane that was beyond the Theorized Limit of All, which was indescribably larger than the Theorized Limit of All... Same for the next 17 giga realms... 264 giga realms... 94,450,000 GIGA REALMS!!! At the center of all this was Serick and Baphrim, completely intoxicated by the growth power and sizes they were achieving. "Oh yes," Serick said leaning back against his growing booty, "I think we have officially achieved what many would call 'too big' Baphrim~" "I think we hit that a few seconds into our growth session~" Baphrim said teasingly. "Ya know something, as fast as we are growing though, I feel our limit being pushed farther and farther away the bigger we get~" "Hehe, you can still feel a limit?~" Serick said with a big grin, "I think I am feeling more of an anti-limit." "Oh, hehe," Baphrim said with a giggle, "I guess in the time it took me to say that that changed, I can't even feel my limit anymore~" "Well then Baphrim," Serick said gazing lustfully into Baphrim's eyes, "what do you say we push our growth as hard as we can?~" "As hard as we can?" Baphrim said with a big grin, "At our level, we'll NEVER be able to push 'as hard as we can...' So yeah, let's do it!~" Try as they might, no matter how much effort they put into growing at their fullest it simply became effortless the moment they tried. But even as they outgrew 48 googol gigarealms they continued to push to greater and greater sizes. Given their greedy growth lust the pair still wanted more, so Baphrim rammed his cock deep between Serick's big black booty. Serick returned the favor by creating a pair of massive portals so he could pound Baphrim's butthole at the same time. The pair moaned deeply as it only took a few humps before their bellies were expanding from their partner's precum. Despite that fluid not being as potent as their cum it was having quite an affect on increasing their power exponentially. After only ten seconds of pounding, and reaching 724 Googolplexed of gigarealms, the pair erupted a powerful load of jizz into each other. They absorbed the cum so fast their bellies didn't expand by any meaningful degree, but their growth power on the other hand... The remaining tremendous uncountable number of gigarealms was surpassed meaning they were as big as a GigaRealm Collective... But... as expected... one GRC (GigaRealm Collective) became two, which became five, twenty... ONE HUNDRED!!! "I can't believe how big we are getting Serick~" Baphrim said as he kissed Serick's cheek. "But it can NEVER be enough Baphrim," Serick said kissing the bat in return, "I could grow with you all day my sweet minty green friend~" "Awww, same to you my inky friend." Baphrim said rubbing Serick's booty. "Serick, let's keep going for another thirty minutes, let's REALLY push and see just how big we can get in that time~" "Ooooh, make it an hour and you've got a deal~" Serick said with a chuckle. The bat nodded as they both hugged each other, passionately kissed one another, and let loose the biggest possible growth surge they could muster for an impressive size filled sixty minutes...