The Book of Spells

It was the radio playing that woke Tim from his sleep. As usual, he awoke with a throbbing erection. Tim was 17 and a junior in high school. He had brown hair and eyes and was 5’ 10" tall and weighed 150 pounds. Your typical 17 year old horny boy. He realized that his right hand was wrapped around his turgid shaft and gently squeezing the long pole. Tim had a big cock, almost 8 inches when erect, and he was very happy about it. He had one day discovered the pleasures of auto-fellatio. With a little effort, he was able to suck the head of it into his mouth and give himself an adequate blowjob. He hoped that one day he’d get the real thing from a girl.

Lying on his back, he swung his legs over his head and opened his mouth to take in his hard cock, which was now poised only an inch away from his lips. He grabbed his thighs and pulled down, forcing his cock in and he began to suck at it. The engorged head filled Tim’s mouth and he could taste a drop of pre-cum. He stroked the length of his shaft as his lips and tongue worked at the head. He sucked at it and swirled his tongue around the head. Soon there was pre-cum leaking from the piss-slit and he eagerly let it run down his throat. After a few moments more Tim felt the stirrings of orgasm coursing through his balls and shaft. He sucked even harder and gave a few fast strokes with one hand, building up the pleasure to critical levels. His orgasm erupted and spurt after spurt of thick hot cum filled his mouth. Tim swallowed as much as he could, but there was too much and soon cum was gushing from the corners of his mouth and running down his chin and neck. He milked every drop of cum from his still hard cock and then collapsed flat on the bed, panting. His face and neck were a sticky mess.

"Shit, I gotta get in the shower, I’m gonna be late!" Tim realized as he saw what time it was. He didn’t need to be late to school- again!

Tim was staring at the new girl in school; a pretty brunette named Claire Moore. Tim had heard she was from England and he was lost in erotic daydreams about her. She was a very attractive sixteen-year-old with a pleasant, healthy look. Claire had beautiful deep brown eyes and a fine, straight nose. Her lips were on the full side and looked very kissable. Her long chestnut colored hair hung down to just above her flared hips. Claire was 5’6" and had a gorgeous figure, with those sensuous hips and a very small waist leading down to shapely legs and delicate tapered ankles. All this was nice, but Tim was even more enamored with her amazing breasts. Claire had the finest chest Tim had ever seen, and he had spent a lot of time masturbating to big tit magazines! Even his favorite big bust model, ‘Mary Mountains’, looked slightly smaller than Claire. Tim had memorized Mary’s measurements and knew by heart that they were 42D-23-34. In his best estimate, Claire was around a 38DD.

His daydreaming was suddenly shattered by the ringing bell and all around him the students were gathering their things and heading off to the next classes. Tim noticed a book left behind under Claire’s desk and he immediately rushed over to grab it. Here was a great opportunity for him to finally meet her! He took the forgotten book and caught up with her as she was almost out the door.

"Excuse me, Claire?" he said, a little nervously. "You forgot this."

He held the book out towards her.

"Oh, thank you, I can’t believe I left that behind." replied Claire, with a bright smile. As Tim handed her the book, he noticed the title for the first time. It was called; ‘Spells.’ Tim wondered if it was a science fiction or fantasy story, as he liked those sorts of things.

"Spells? Is that a fantasy story?" he asked. She looked at him for a moment with a look of bemusement.

"No, it's a real book of spells." she said quietly. "Now don't you go tell anyone, or I'll turn you into a frog!" And she laughed good-naturedly as she said that. Tim laughed too and thought that she was a little strange, but beautiful none-the-less and really didn’t care what she wanted to believe as long as he could speak with her. For his good deed, Tim was rewarded with the pleasure of walking Claire to her next class. Tim didn’t even mind that it was in the opposite direction of his next class and that he was going to be late. Small price to pay for the privilege of being in the company of such beauty!

That day after school, Tim had a marathon masturbation session as he fantasized about the lovely young Claire. He realized how lucky he was that both his parents worked so that he had the afternoons alone in the house to masturbate.

Over at Claire’s house, she too was busy with herself, but in a different manner. Claire was examining her luscious figure in the full-length mirror in her bedroom. She stood there nude, taking in the swells and lush curves of her blossoming body. It was truly blossoming, for only weeks earlier she looked much different. Back then her figure was slimmer and much less developed. She used to measure a rather average 34-25-33 and wore a modest B-cup bra. But now, after a little tinkering courtesy of her Book of Spells, she measured 39-22-35 and needed an E-cup to hold her magnificent tits! She had also grown two inches to now stand 5’8" and gained some weight to hit 126 pounds. All of these changes amounted to an absolutely spectacular vision of feminine splendor, and she knew it!

Claire had the foresight to cast a spell on her parents so they would continue to see her as they always had, as a somewhat pretty but unspectacular normal, average 16 year old girl. If only they could see what she really looked like now, they wouldn’t even recognize their darling daughter anymore.

She thought back to the day she found the old book in an antique store that her parents dragged her into one day while touring the countryside. While they were discussing the merits of an old chair she had been poking around in a box of books and pamphlets. Nothing was very interesting, until she saw the still bright, red leather binding, peeking out from beneath another old book. She pulled it out of the box and looked at it closely. ‘The Book of Spells’ was all that was written on it. No author, no publisher, not even a date inside. Claire slowly flipped through the slightly musty pages, reading bits of this and that, until something caught her eye. A Fertility Enhancement spell stood out on the pages like a beacon. The thought of having bigger boobs thrilled her! She had been feeling rather inadequate lately, as many of the other girls seemed to be developing large tits. These girls garnered all the attention from the boys, it seemed, and Claire was feeling like no boy would ever be interested in plain, flat Claire. An idea sprang in to her clever mind and she brought the book to the clerk. The clerk sold the book for three dollars and Claire quickly stashed the book under her jacket and walked out to the car. She put the book in her large stuff bag and felt good that her parents hadn’t seen her buy it. What they don't know, won’t hurt them, she thought to herself.

That night, she went to her room as usual and quietly locked her door. She took the book from its hiding place in her closet and began studying the spell to enhance fertility. It described in detail the components needed to produce the results desired. Claire had prepared well, and had gathered the ingredients throughout the evening and put them safely in her room. She now had spread before her on the bed; a small bit of her hair, a glass bowl, a book of matches, and a small glass of milk. Claire placed the hair in the bowl and read an incantation from the spell. Then she lit a match and tossed it in the bowl. The hair went up in a fast little blaze and she quickly poured the milk over the burning hair. She read more of the incantation and it was done! Claire felt excited and scared, all at once. She wasn’t sure if she really believed in this, but it couldn’t hurt to try. All that was left was to clean up the mess and wait for something to happen. Claire waited till 1:00 in the morning before finally falling asleep. As she slept she dreamt that she had great big beautiful tits and all the boys wanted to date her.

That had been five long weeks ago and Claire remembered the shock and the joy she felt when she woke up the next morning. It was a Saturday and she got up to go pee, when she noticed something odd. Her body felt odd! As she rolled over on to her back to sit up, she felt two soft lumps on her chest that continued to roll, back and forth. Looking down, she was amazed to see tits. Big tits! On her chest!

Her once small tits had become huge and full and had fat nipples centered in pancake sized areola. Claire remembered how she played with them for many long minutes, before realizing that her parents would freak when they saw her.

She eventually found a spell to keep them from seeing her true form and set about exploring the ramifications of having huge tits.

In the intervening weeks, she had discovered how much fun it was to be so busty and the attention she was receiving from boys was very exciting to her. She even noticed that her teachers were treating her differently now and it wasn’t limited to the men. Some of the female teachers were looking at her with almost undisguised lust, and Claire didn’t really know what to make of that. She never had a sexual experience with another female before. She was hardly experienced with boys for that matter, having only kissed two of them. The second boy, a rather average kid named Joe, had been daring enough to try to feel her pussy through her jeans, but Claire stopped him and that was the last she heard from Joe.

All of the newfound attention was a bit too much for Claire, so one night she cast a spell that made all the boys completely uninterested in her, sexually. She made sure, however to exclude Tim from its effects, as she had taken a liking to him and wanted to see how her ever-developing body affected him. She didn’t realize, however, that the spell as she had cast it, was only effective on boys.

Now as she stood before the mirror, she felt the familiar heat building deep in her cunt. It always happened when she looked at her new figure. The sight of those incredible mounds of tit flesh capped with great fat nipples that were always erect never failed to arouse her. Claire’s hands roamed across her voluptuous body, caressing her throbbing nipples, teasing her glistening pussy lips, squeezing her full, firm breasts. After a minute of this she went to her bed, so she could more fully enjoy the sensations she was getting. Her breasts thrust up, supernaturally almost, as she lay on her back. One hand was busy fingering her now wet pussy and the other was pinching her fat nipples. They were an inch long and as big around as her index finger. Claire tried something new. Pulling her tit towards her face and bending her head down, she found that she could easily take the nipple and some surrounding tit flesh into her eager mouth. She sucked hard at the stiff nipple and felt a surge of wetness in her cunt. This is marvelous she thought. Her body was responding to her oral ministrations to her tit. Claire’s clitoris swelled even more and tingled with pleasure. One hand went down and played with it, stroking it like a miniature phallus.

Within seconds an orgasm of incredible intensity crashed through her horny teenaged body. She wasn’t even aware of her squealing as wave upon wave of pleasure caused her to thrash around on the sweat soaked bed. She sucked with fiercely now at her nipple and suddenly gushes of pussy juice shot from her cunt, wetting her smooth young thighs and pooling between them!

"Ohhhh God!" she exclaimed as she furiously fingered her drenched pussy.

It was the most amazing sensation Claire had ever felt, and she wanted it to continue for hours! Three hours later, Claire passed out in exhaustion, having climaxed dozens of times.

The next day at school, Tim was wondering how to ask Claire out on a date. It was already Wednesday and if he hoped to make plans for the weekend, he’d better get moving. He and Claire were in the only class they shared, math, and Tim was daydreaming about her as he stared at Claire’s huge bosom. Why doesn’t she have a boyfriend? he wondered. Surely a girl as spectacular as she must be inundated with suitors. But as far as he knew, she wasn’t going out with anyone.

"Tim........Tim? Timothy Richardson!" Suddenly Tim realized that Mr. Clark was calling him, and had been for several seconds. Tim snapped out of his reverie and stared blankly at the teacher.

"Tim, I asked you if you could tell us the answer to the equation on the board. You had better stop daydreaming and pay attention. Now get up there and solve it for the class." said Mr. Clark. Tim had no idea what the answer was and meekly went to the board. He stood there, embarrassed, and waited for inspiration, but none came. Eventually Mr. Clark told him to return to his seat, but not before giving Tim extra homework for the next day.

Claire glanced behind her at Tim and gave him a brief smile, as if she knew what he was daydreaming about. Tim smiled wanly back, feeling a slight twitching taking place in his jeans. Not now, thought Tim desperately. He couldn’t help himself though, and despite his mind’s protests, his penis continued to swell. Soon he had nearly eight inches of cock stuffed uncomfortably down his pants leg. Shit, I hope this goes away before class ends. I won’t be able to get up. He looked at the clock. Only two minutes till the damned bell rang, and his erection showed no signs of waning. Tim thought about sports, cop shows, his grandmother, anything to make it subside. Nothing worked. Tim was getting very nervous now and saw the second hand sweeping towards the hour. 30 seconds until he’d have to stand up and leave with everyone else. Just then, he noticed Claire still looking his way, only her eyes were focused at his crotch! She knew he was hard. The bulge of his huge cock was clearly visible to anyone who looked at his pants. Claire looked him in the eye now and smiled, broadly! Tim nearly shot his load right there!

The bell broke the tension and all the students except Tim and Claire bolted for the door. Claire sauntered over to Tim, who was still nervously seated at his desk. " What’s the matter, Tim? Aren’t you going to your next class?"

"Uh, yeah, you bet. I just have to finish up these notes." replied Tim, as he tried to look casual.

Mr. Clark watched from his desk as the two students chatted.

"Ok, let’s go you two. You’re going to be late for your classes." he said.

"Right Mr. Clark. Come on Tim, let’s go. Will you walk with me?" Claire asked. Tim nodded to her and tried to cover his crotch with his books as he rose from his seat. Her eyes were glued to the bulge in his jeans as he stood. Tim looked around and felt relieved that Mr. Clark didn’t seem to notice Tim’s problem. He was terribly aware that Claire had and felt himself turning red in the face.

"Claire, I’m sorry. It just happens sometimes, I can’t really help it." Tim mumbled quietly to her. She simply smiled at him and walked with him to the door. As they walked to their next classes, Claire surprised Tim by asking him what he was doing on Saturday. Tim couldn’t believe his luck, and was elated when a few minutes later they had arranged a date for the afternoon. Tim would meet Claire at her house and they would make plans from there.

Back in the math class, Mr. Clark was thinking about what he had seen with Claire and Tim. She was a stunning young woman, he thought, and he decided to look up some info on her.

That night, Claire sat in her room with the Book of Spells. All afternoon and evening she had been obsessed by thoughts of Tim’s cock. What did it look like? What did it feel like? What did it taste like? How much cum did it shoot? What does cum taste like? She had seen some pictures of hardcore sex, but she was interested in every detail. Was cum slippery or sticky? How did it smell? What do balls feel like? Would she like being filled by a big cock? So many questions ran through her active young mind! She knew of a way to answer some of them. For the next several hours, Claire was very busy preparing and casting spells. Eventually she fell asleep, dreaming about the results she’d awaken to.

For Tim his evening was spent in the bathroom with his big tit magazines. He masturbated three times before finally going to bed, tired and with a sore cock. His thoughts as he drifted off were of Saturday and how he couldn’t wait for the day to arrive.

Mr. Clark spent part of his night looking through files in the school offices. Eventually he found what he was looking for and went home with a smile on his face and lust-filled plans in his head.

Friday morning came and Claire’s alarm shattered her peaceful sleep. She awoke groggily, the nights incantations forgotten for the moment. Until she felt the strange sensation of stiffness in her groin. Claire looked down and suddenly remembered the spells she had cast. Sticking up from between her silken thighs was an engorged penis! It was huge, easily 9 inches long and very thick. Oddly, there were no testicles beneath the cock, only the moist slit of her vagina. My God! The spells certainly worked, thought Claire. She was thoroughly excited by this new appendage and she took its hot length in her hand. Wow!! This feels marvelous! So hard, yet soft at the same time. No wonder boys like to play with them. I wonder if Tim’s is like this?

Claire was now gently stroking the cock...her cock! As she did this, her pussy became wet. Her clit was also swelling now and unbeknownst to her, had grown to an inch in length! A little by-product of the spells she cast. Claire’s breathing was heavy and her huge tits were heaving up and down with each deep breath. They had gained another two inches in her sleep! They were now approximately 40G’s. Her nipples had also grown larger during the night and they were almost painfully hard. Now an inch and a half long and as fat as a man’s thumb, they poked up toward her face, deep red and hard as could be. Her areolas were now saucer sized and surrounded by lovely little bumps. They were a rich rose color and amazingly sensitive. Claire could even feel the air currents washing across them and making her tits even more stimulated.

Focusing again on her new erect cock, she experimented with different strokes and grips, finally finding a grip and pace she found perfect. She watched her hand moving up and down the huge pole in a sort of hypnotic trance, breathing deeply and in rhythm to her manipulations. With her free hand she probed her dripping cunt, feeling the startlingly large clit for the first time. As her fingers swept across the long hard clit a wave of pleasure unimaginable to her only a day before grabbed her and sent her careening over the edge of a massive double orgasm!

First her cock exploded white sticky liquid all over her heaving bosom and face. It wasn’t cum like a male would produce, but rather, a strange new version of breast milk! The milk was stored in Claire’s massive chest and somehow the spell had formed a network of connections between her tits and cock. When she orgasmed, jets of milk, somewhat thicker and heavier than true breast milk, shot from her penis. Simultaneously, her giant tits started spraying this milk from her huge nipples, totally engulfing her body in warm wet sweetness! Streams of milk jetted forth in a seemingly never ending river, covering her tits, her face, and even spraying the headboard of her bed. At the same time her vagina was convulsing around her fingers and surges of pussy juice gushed forth from between her legs. Wave upon wave of cum shot out of her pussy, splashing the sheets and soaking her from toe to thigh! Her huge clit was standing erect like a mini version of her cock and trembling from the power of her orgasm. Her last thought before she passed out in sheer ecstasy was: What will Tim think of my huge penis?

Tim was very disappointed that Claire hadn’t been in school that day. He had been so anxious to talk to her about their date and what they’d do and where they’d go. At last, the long dull day ended and Tim walked the mile to his house. Tim’s parents had a nice home on a typical quiet suburban street. Pretty lawns tended with care and trees dominated the street. Going up the walk to the well maintained split level ranch, Tim wondered about Claire for the thousandth time that day. He went inside and as usual was alone.

It would be at least two hours before his mom came home from work, so Tim went to his room and pulled out his stash of titty magazines. He loved looking at the ads in them. The ones for porno videos and phone sex in particular excited him. There was one ad that intrigued him every time he saw it. It was an ad for videos of hermaphrodites. The ad pictured what appeared in every way to be a gorgeous big titted woman, but in addition to her splendid feminine charms she had a huge erect cock rising lustily from her crotch. This picture excited Tim and made him nervous, all at once. Did he find this person attractive, he wondered? Yes, he admitted at last. Would he touch her cock? He wasn’t sure about that one. But he reasoned that it wasn’t a man’s cock, after all. She was a woman, only she also had a cock. What would it feel like if he did touch it? Would she want him to suck her cock? Would he?

Tim turned the page and banished the strange thoughts from his mind. Even as he tried not to think about it, he asked himself; You suck your own cock. Would it be bad to suck hers? Does that make me a fag? Again Tim pushed those questions aside and began focusing on the lovely nude women on the pages before him. Soon he felt the wonderful sensation of total arousal. It seemed that his whole consciousness was centered in his eight hard inches. How large his cock felt, as his hand rubbed the shaft up and down. How tight and full his balls were. The nude women became almost alive as he entered a near hypnotic state. This was the best kind of masturbation, a distant part of his mind recognized. When the whole world dissolves and he becomes a purely sexual entity, breathing in time to the throbbing in his cock, feeling every caress of skin on skin, not even hearing the bumping at the window......bumping at the window!

Suddenly Tim snapped back to awareness and saw his neighbor, Kelly Pierce, tapping at his bedroom window! She was trying to look in, but fortunately the room was dark and she couldn’t see what he was doing. Damn! What a time for the girl next door to come by. Kelly was Tim’s neighbor and friend. They had lived next to each other since Tim was nine, when his family moved in. She was two years younger than he, but acted like she was two years his senior. They got along very well and Tim always enjoyed her company. But not now! Kelly was a cute girl--not beautiful, but not plain either. She was 5’2" tall and very thin. Tim always teased her about how skinny she was. She didn’t care though, as she knew that being thin was only going to be an advantage as she grew older and could start dating. Boys just didn’t like fat girls, and she told Tim that when she was sixteen and allowed to date, don't even bother asking her because she was too thin for him. Her light blonde hair and pretty green eyes were her best features, as she really didn’t have any curves yet. Kelly kept hoping that someday she’d start developing boobs and an ass like all the other girls in her freshman class.

"Tim. C'mon, I know you’re there. I heard you."

Shit! She heard him. Heard what, exactly? Tim was wondering what to do when Kelly spoke again.

"What are you doing in there? Come to the window and talk to me. I have to tell you something." Tim pulled on a pair of shorts and a tee shirt and went to the window. The shade was half drawn so he opened it all the way up. There she was, staring through the screen in to the dark room, with a mischievous grin.

"What were you doing in there, all alone? I hope you weren’t being bad." She teased him and he realized that she knew what was going on. Tim blushed deeply and stammered.

"Uh.....I don't feel good.....so, ah...I was trying to rest and....umm…"

"Uh huh. Sure Tim. You don’t feel good. Funny, though....there seems to be a large lump under your shorts. Is that what’s making you feel bad?" Now she was grinning lewdly at him, enjoying the way he was squirming under her stare.

"Ok, ok. Look, don’t tell me you’ve never done what I was doing." Tim felt a bit angry now. Why should he be embarrassed, after all it was perfectly normal behavior for a teenage boy. At least that’s what the film in school had explained during Sex Ed.

"And anyway, don’t you know peeping is totally lame! You should be ashamed of yourself, sneaking around at my window and spying on me." Tim was working up his courage now. Kelly deflated him with her next comment.

"It's not the first time I’ve seen you stroking, dummy! I saw you doing it two other times. You know you really should learn to be more quiet when you cum. I heard you one day when I was in my backyard."

Tim didn’t know what to say. He felt like crawling into a hole and never emerging! He stood there a few moments in intense embarrassment before he became aware that his cock was even harder than when he was masturbating minutes earlier. Just then, an idea formed.

"If you like spying on me so much, why don’t you come in here and watch up close?" Tim proposed to her. But, he paused for effect, "I get to watch you do it too."

"What?! You’re kidding! What makes you think I even want to see you play with yourself ?" She was trying to appear disgusted, but her erect nipples suggested otherwise. Tim noticed this and used it to his advantage.

"The fact that your nipples are ripping through your tee shirt makes me think you’d like to watch! But if you really don’t, then go away because I’m gonna jerk off and shoot a huge load of cum all over the place." He hoped that talking to her like that would make her horny enough to come in.

Kelly stood there for a few seconds, obviously struggling with what to do. At last, her libido won out. Tim’s words did have an effect on the horny teenager.

"If you tell anyone, I'll kill you, I swear." Kelly threatened. Tim smiled. She was always trying to act tough, but he knew it was all an act with her. She was infatuated with him.

A few minutes later, inside, Tim watched as Kelly removed her clothes. She began by taking her yellow tee shirt off, revealing her bare chest. Her tits were so small that she never wore a bra. Tim stared in amazement at the first girl to ever undress before him! He watched as she unbuttoned her shorts and slid them down past her slender tanned thighs. There was the slightest hint of pale blonde peach fuzz catching the light and he longed to touch her.

"Come on, Tim. You take it off too." she said when she was nude.

It was his condition that she masturbated while he did. She lay on Tim’s bed, eyeing his throbbing erection with a look of desire. She had never seen a real cock so close and so hard, despite what she told Tim about watching him masturbate. She hadn’t really seen him, but she thought that if he believed she had, then he’d be willing to do it in front of her.

Now she moved her hands across her tight little body, down toward her moistened pussy. Her fingers felt the soft hair that covered her young vagina and it felt wet and slippery with her juices. Kelly’s slender fingers rubbed her vulva and soon moisture was dripping down to her ass. Tim was standing at the foot of the bed, slowly stroking his hard cock. From time to time, drops of clear fluid pooled in the opening at the tip and he would rub it along the shaft, making it slippery.

Even though Kelly’s tits were small, she had unusually prominent nipples, thrusting an inch out from her soft tits. She pulled gently at one now, as two fingers probed her virgin cunt. Her breathing was heavy and Tim was enthralled that this was actually happening. His fist sped faster and soon he was on the verge of a massive cum.

"Kelly, I’m close....look at my cock....I’m gonna cum." Tim groaned.

Kelly stared, fascinated, as Tim’s body became rigid and his right hand blurred as it pumped his huge organ. She was amazed at how beautiful his cock was. It looked so hard and it was such a deep shade of reddish purple. She desperately wanted to touch it.

"Aahh...aahh...oh yeah, here...it...cuuuuuuummmms!" Suddenly Tim’s cock began spewing thick jets of cum. Spurt after spurt shot out and rained down on Kelly’s writhing body. The sight of Tim’s orgasm triggered her own and she was cumming intensely. Tim’s hand still pumped up and down, and more white jets shot out. It landed on her face, her hair, her tits, her flat little belly, and even in her open, gasping mouth! Kelly had never tasted cum before, but she loved it. She scooped more up with her fingers and licked it off. The sight and feel of his ejaculation turned her on more than anything she had ever known. Kelly found herself wishing that his orgasm could go on forever! But to her disappointment it finally subsided and cum slowly leaked from his cock and dripped on to the floor.

Kelly lay still, recovering from the intense experience. She finally came to her senses and felt completely embarrassed. Kelly quickly started putting her clothes back on, much to Tim’s dismay. He stood near the bed as his semi-erect penis dripped cum on the wood floor.

"What’s the matter, Kell? You don’t have to go." Tim said.

"Tim, I don’t know what came over me." < besides you > she thought, "But I gotta go.......we shouldn’t have , I mean what if....." she was stammering, confused by what had happened and still fiercely aroused and stunned at her loss of control. Kelly had been masturbating regularly for over a year, but she was totally unprepared for the intensity of her lust. When she saw Tim stroking himself it turned her on immensely and caused her to act in a boldly provocative manner. It was too much for the confused teen to handle and she quickly dressed and was going to the door when Tim stopped her.

"Wait. Please....let’s talk about this. I really liked what we did, Kelly. I want to do it again sometime...and maybe even try some other stuff."

"Tim, we shouldn’t have been doing that. I mean what if we got caught? We’d be dead!" she exclaimed. But she knew that she also really liked what they did, and she too wanted to do it again. Then she went home and the two of them spent the rest of the day and that night going over their actions and thinking about how they could repeat the experience.

At long last Saturday arrived. Tim began his day as usual, with a fierce masturbation session. Claire also awoke with an erection, which seemed so odd to her, as she was not at all used to the big penis between her legs. In fact, it seemed even bigger than the day before! Claire got the tape rule she kept in her dresser and found that her erection had indeed lengthened to a whopping 11 inches! She wanted to masturbate, but decided that she’d better take care of some chores first. There would be time to take care of the throbbing cock later.

Tim couldn’t wait for one o’clock to arrive. The whole morning seemed to pass in agonizingly slow fashion. He watched TV, checked the time, changed his clothes three times and waited and waited. Finally, at half past twelve he went out to the garage and got his bike. He had a bit of a trip across the suburbs to Claire’s neighborhood and he didn’t want to be late. Setting out, he hoped that she really was going to be alone all afternoon like she told him. He kept wondering if he’d actually get to make out with her. If only he knew what Claire had in mind for him!

Claire busied herself in preparation for her big afternoon with Tim and eventually finished her chores. Now that her work was done, she had time to take a leisurely bath to make sure she was fresh and clean for him. During the course of the bath she had become aroused by her thoughts of seduction and needed to relieve herself by jerking her new cock off. She lay in the warm soapy water and rubbed her hands all over her stunning figure. The huge mounds of her tits rose like islands from the water and as she caressed them, her penis hardened until it stuck out and pointed its one-eyed head at her pretty face.

Claire’s nipples were extremely sensitive since her body changed and just the sensations of the water lapping against them was nearly enough to bring her to a female orgasm. An interesting side effect of her spells was that now she had two distinctly differing types of orgasms. She had her usual female orgasm centered deep within her vagina, but now she also had the wonderfully different male orgasm from her cock. Claire felt a female orgasm building and she hastened it along by tugging at her gigantic nipples with both hands. She settled into a rhythmic motion, as her delicate fingers pulled the nipples away from her breasts as far as they could stretch and then releasing them. Her breasts became engorged with blood from the stimulation and they became even bigger and grew almost hot to the touch. Claire was breathing hard now and began squeezing her tits and kneading them. Down at her crotch, the big cock was stiff and red and her pussy was swollen and wet.

Suddenly she was cumming. It was a female orgasm and her cunt felt like it was on fire. Her giant breasts began spraying a fine stream of milk from the many pores around her enormous nipples. Milk sprayed three feet into the air and covered her face and body and rained onto the water in beautiful alabaster droplets.

After a few long delicious moments the orgasm subsided and Claire slowly came back to her senses. She was covered in milk and was totally blissful in the sensuous afterglow of orgasm. Soon she realized that her penis was still erect and in need of attention. She glanced over at the clock near the sink and saw that there was still almost an hour before Tim was supposed to arrive.

Still time to get this thing taken care of she thought. Claire knew from past experience that it didn’t matter how much she masturbated the huge organ. She could cum and be ready to shoot another massive load fifteen minutes later. It was always ready to respond to stimuli. She was very pleased that it was so insatiable, as she truly loved stroking it till it erupted in showers of delicious milk/cum. Now Claire stroked its length with both hands, eager for it to cum. One thing she really got off on was shooting it into her face and reveling in the feel of the slightly sticky, sweet juice as it soaked her eyes, mouth, and neck and dripped down to her tits. Then she would lick up as much as she could reach and finally relax in glorious relief. The erect cock was nearing an orgasm now and Claire quickened the pace of her strokes. Getting ready for the blast, she bent forward slightly and aimed the long cock directly at her face. Moments later the first jets of milk/cum began streaming out and flying towards her open mouth. Spurt upon spurt landed in her mouth and on her pretty face. It went on for nearly half a minute before finally slowing to a gentle ooze issuing from the tip. Claire was now completely satisfied, and finished washing herself. She was so excited by the thought of doing to Tim what she had just done to herself!

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The Book of Spells, Part 2

This is an adult story, containing graphic depictions of people (fictional) engaging in all manner of outlandish and preposterous carnal linkings. don’t read this if you are under 18, easily offended, or vote Republican.

Tim walked up to the door and paused for a moment before pushing the button for the doorbell.

There’s no turning back now, he thought, as he waited for Claire to answer the door. A few seconds later the door opened and there she was, smiling her lovely smile and asking him to come in.

"Hi Claire, nice house. You’re lucky you live on such a nice street."

"Thanks Tim. My parents loved this place the moment they saw it. I like living here, especially since I’ve met you." Claire watched as Tim blushed from her compliment. He wasn’t at all used to beautiful girls saying nice things to him. As she ushered him inside, Tim stared in amazement at her overflowing figure. Claire was dressed in a loose and sophisticated looking skirt that came down to just above her knees. The soft black fabric was slit along the side, from knee all the way to her hip and as she walked Tim could see that she had nylon stockings that were connected to garters. That alone was arousing enough, but when he was able to draw his attention to her torso, he nearly came in his underwear. Her choice for a top was a skin tight white pullover sweater with a vee-neck. It was obvious that she was bra-less, because he could see the dark indications of her large areola underneath the sweater. Tim was speechless as he stared at her incredible cleavage. It seemed to him that it went on endlessly.

Claire noticed his reactions to her wardrobe selections and was happy that her plan was working. She figured that if he was staring at her chest, there was less chance that he would notice the huge bulge in her skirt. She was unable to make her erection subside as her arousal was too high. She ended up confining the large cock inside her bikini style panties, but even with it tucked behind the waistband it still was noticeable. How do you conceal an eleven-inch penis?

They went in to the large and tastefully furnished living room. Her parents had an eye for modern furnishings and to Tim it was a huge departure from his parents Sears and Wal-Mart decor. As he looked around, he noticed real oil paintings on the walls and shelves filled with books lined the back wall of the room, the full width of it.

"Boy, you guys sure have a lot of books." Tim remarked.

"Hmmm, yes my parents love to read, and actually, so do I. You know, I’ve discovered many interesting things from reading. Maybe I’ll share some of them with you." she said, a bit cryptically. This went right over Tim’s head.

"I don’t think we have more than four books in our house, and I doubt if anyone’s read them." said Tim, a bit embarrassed by his family’s intellectual and cultural shortcomings. Her home and obvious higher-class status were making Tim nervous about his more pedestrian upbringing.

"Tim, books are great, but I'd rather talk about you and me. I mean I want to know you, more than just as classmates." She led him to a long couch and guided him to sit on it. She stood before him, her enormous chest just above Tim’s eye level.

"Can I get you a drink?" she asked, smiling sweetly.

"Uh, sure. What do you have?"

"Anything you’d like." she replied, stressing the word anything in an unmistakably loaded manner. This time he caught her meaning, and his penis began stiffening, much to his concern. What would she think if she noticed? Tim was sure she’d never even seen a penis yet and couldn’t imagine how she’d react to his.

"How about a cock...COKE! I'd like a coke, please." he sputtered, as he turned red from embarrassment. Tim was mortified that he’d made such an idiotic Freudian slip. Claire just quietly looked at him, one eyebrow slightly raised in bemusement. My, she thought, we certainly have him flustered! As for Tim, he couldn’t believe how ill at ease he was. Something about Claire was making him completely goofy. He remembered how cool he had been with Kelly recently and wondered if that was because he’d known her for several years. Whatever the reason, he felt like he was coming off as a total geek with Claire. Why couldn’t it be as easy and comfortable as his encounter with Kelly?

"Just a moment, while I pour you a drink. Make yourself comfortable." It felt odd to her, saying that. She’d been present for parties thrown by her parents and they’d said just those words many times to their guests. It made her feel so grown up.

"Well I am grown up. How many young girls have a body like mine?" she asked herself quietly as she went to the kitchen. In the hall, she passed a large mirror and couldn’t resist a quick, admiring glance at herself. Fabulous! She put most women to shame. And quite a few men too!

While she was out of the living room, Tim desperately tried to calm himself and appear at ease. He wanted her to see that he was used to situations like this, but it was painfully obvious to him that he was a mess. He stood up, looked around, and sat back down not knowing what to do with himself. Inside his pants, his penis was finally softening, to his relief. Tim couldn’t believe how incredibly sexy Claire was. Her clothes, her flirting and suggestiveness, it was almost too good to be true! There had to be something wrong, he thought. Tim had heard his friends make reference to some of the more promiscuous girls as cock-teases, and he wondered if Claire was one.

Would she just tease me and make me get blue balls? He wondered. Tim wasn’t even sure exactly what blue balls were, but he knew that he didn’t want them.

Then Claire was back, with two tall glasses filled with soda.

"Here you are she said." handing him his drink. She took a seat on the couch beside him. Her soft thighs made contact with his legs.

"Thanks." he replied, with a slight break in his voice. Damn! he thought, Why can’t I relax and be cool?

I hope he relaxes a bit. He’s skittish as a mouse in a room full of cats, she thought. She leaned back into the plush couch, thrusting her magnificent chest out. Tim’s eyes were wide as he stared at her breasts, only inches away. He wanted to touch her so badly that he felt as if there was electricity coming from her body and buzzing through his.

"Claire, I haven’t...I mean, you look...ah...I like you, a lot." He couldn’t really do any better than that, at the moment.

"That’s sweet of you, Tim. I like you too. Why do you think I invited you here?" she replied. Tim just stared.

"I invited you over because I want to get to know you better. Much better." She looked him straight in the eye as she said this, and placed her hand on his knee. Tim was at a loss. He looked back at her pretty face and felt himself pulled toward her until his lips touched hers. He was amazed at what was happening, and overjoyed by it. He was kissing Claire, the girl he was crazy about!

She felt his mouth press against hers, and she eagerly kissed him back. Claire opened her mouth slightly and pushed her tongue in to Tim’s mouth. Tim and Claire began probing each other’s mouths fully with their hot tongues and Claire’s hands were roaming around Tim’s crotch. Tim’s mind was repeating one thought over and over, like a mantra; ‘Oh, please touch my cock, oh, please touch my cock.’ Meanwhile Tim’s hands were slowly inching their way towards Claire’s chest. His cock was very hard now and it made a huge bulge in his pants leg that Claire fingers finally were tracing the outline of. Now his hands were at last reaching the underside of her tits. Tim felt the swell of her chest and the heat of her skin through the sweater. His palms now were cupping the front of Claire’s tits and her hard nipples were pressing into his hands.

Claire was rubbing his hard cock and broke off the kiss for a moment.

"Tim, you’re making me so horny! Let’s go upstairs to my room where we can get more comfortable."

"I'd really like that." Tim replied. He was so overcome with desire for her that he failed to notice the strange outline under her skirt. They got up off the sofa and walked hand in hand to her bedroom.

"Claire, where are your Mom and Dad? What if they come home?"

"Don't worry. They went off to visit with friends who live about two hours from here, so they’ll be gone well into tonight. We have all day to be together."

She continued to caress the bulge in his pants as they went upstairs and soon they were in her room and lying on her bed. It was a nice room, filled with all the normal teenage girl junk and Tim was excited just by finally being in the inner sanctum of a beautiful, horny girl. He briefly took notice of the posters on her walls, the feminine accouterments, her stuffed animals, and the lacy curtains blowing in the breeze from the open window.

"Nice room." he mumbled, as they made out.

"Thanks. Now, how about you show me what that bump I’ve been feeling in your pants is?" she said with a smile.

Tim took his jeans off while Claire watched.

"Take yours off too." he said to her. He lay back on her bed with just his jockey style under-wear and his T-shirt on. Claire began to remove her sweater. It seemed to her that his cock was about to burst from its confines, as the white cotton was stretched so far out from his crotch. There was a growing wet spot at the tip of his cock from the leaking pre-cum. She looked Tim in the eyes and sensually pulled the sweater over her head. Tim was entranced as he saw her gigantic breasts nude for the first time! They were truly spectacular. In his wildest dreams, he’d never imagined seeing tits like that for real. Claire was kneeling before him, topless and cupping her boobs with her hands. They were incredibly large and full, the creamy skin showing bluish veins under the surface. Her nipples were centered in dark pink areolas that were nearly saucer sized. The nipples themselves were jutting out a full inch and a half and as he looked closely, he saw something unexpected. Little pearlescent droplets were forming at the tips as he stared. Leaning in closer he watched in amazement as they began dripping.

"What...?" he asked quietly.

"Mothers milk. It’s wonderful. Taste it." she explained gently.

Tim leaned toward her tits and tentatively stuck his tongue out and licked a nipple.

"No, put your lips around the whole thing and suck, like a straw."

Tim did this and as his mouth enveloped her warm nipple, they both moaned involuntarily from the sensation. Tim felt the big nipple inside his mouth and let his tongue roll across it for a moment, exploring. It had tiny bumps around the perimeter and he could taste the sweet milk. Then he sucked on it and was shocked by the sudden flood of milk spraying heavily into his mouth. He liked it and applied more pressure. Claire’s head was tilted back as she was enjoying the wonderful letdown of milk. Her unattended nipple began spraying milk in fine streams as her body reacted to Tim’s ministrations. Soon Tim was covered in a fine misting of milk.

As Tim sucked, Claire reached down and freed his cock from the underwear. Her fingers wrapped around the turgid shaft, somewhat expertly, although this was missed by Tim. She was thrilled to finally have a boy’s penis in her hand. Even though she’d played with her own many times now, it was such a different matter having a real boy’s to hold and stroke and admire. And admire she did, for she was very impressed by the size and thickness of it. Not to mention how damned hard it was, too!

Tim nearly came when he felt her hand on his organ. It was the first time a girl had ever touched him like that. Fortunately he controlled himself and began feeling her other breast with one hand. With the other he began working his way down her back, rubbing tenderly, marveling at the softness of her skin, the swell of her hips, the fullness of her ass. She continued to explore his genitals and soon she was fondling his balls, the one thing she didn’t have any experience with. She cupped them in her palm and gently rolled them around, enjoying the heft and fullness.

Her own cock was unbearably hard now and the discomfort from being so confined was distracting her from fully enjoying herself. She knew she had to take the big risk of finally revealing her secret to Tim.

"Tim, stop for a moment. I need to tell you something." Tim was ignoring her and continued to suck on her tit and fondle her ass.

"Stop, just for a minute, really." she said a bit more strongly. Tim did pay attention and reluctantly let her leaking tit slip from his mouth.

"What’s the matter Claire? Did I hurt you?"

She almost laughed at the look of concern on his face, but she smiled sweetly at him and said,

"No, it felt marvelous, but I have to talk to you about something important."

"Ok." Tim was a little confused by the sudden stoppage of their make-out session. He began wondering if maybe she really was just teasing him.

"Ah, how would you feel if...um, what would you think if I..." She searched for the words but couldn’t find the right ones. She looked at him, intensely and deeply into his eyes. At last she took a deep breath.

"Tim, do me a favor and close your eyes."

"Why?"

"Please," she implored, "just trust me and close them, ok?"

‘Ok, I won’t look.’ Tim said. He heard what sounded like Claire taking some clothes off and forced himself to keep his word by not peeking. He wanted to look very badly however.

‘Now,’ she said, a little nervously, ‘Give me your hand.’ Tim stuck his right hand out and she took it in hers.

‘Promise me this. Promise me that you’ll have an open mind, ok?’

‘I promise.’ he replied. What was she up to, he wondered? He felt her move his hand a bit and then he was touching her soft skin. It was a breast, and slowly she moved his hand around and a little lower. His fingers traced along her belly and down more toward her pussy. He felt her pubic hair and his breathing quickened in anticipation of touching her vagina. It was an unexpectedly erotic way of exploring her body and he was loving it. With his eyes closed he could allow his mind to really focus on the way her body felt and all of its subtleties were shown to him via his fingers. Down further she guided his hand and Tim knew he’d soon be touching her pussy. Then his fingers brushed along something strange, yet somehow familiar. His hand was at the base of her pubic area and he knew there should be a rounded slope to her vagina, but instead he felt something extending out from her groin. Claire slowly moved his fingers further away from her and still they were touching this warm hardness. It felt almost like his...

What the...! Tim suddenly realized why it felt so familiar. He opened his eyes and saw what he knew would be there. Claire had a cock! A very, very big cock! He looked down at it and couldn’t believe what he was seeing and yet he was touching it with his own hand. Another realization washed over him as he saw that he was still touching her erection. He pulled his hand away and somewhere within him, almost completely unconsciously, he felt saddened by the loss of contact with her huge penis.

‘You have a dick! You’re a guy?!’ Tim asked, incredulously.

‘No, I am a girl, really. It’s just that I found a spell that gave me this.’ She said, as she took her huge prick in her hand and waved it seductively before Tim.

‘Spell? You mean from that book you told me about? You must think I’m an idiot!’ Tim yelled.

‘Tim, no, I swear to you I’m telling the truth.’ Claire was afraid that Tim would run out and never talk to her again.

‘The book does work, I can show you. Please believe me.’ She pleaded softly.

‘If you’re a girl, why do you have a dick? I can’t believe that I’m seeing this! Are you a hermaphrodite?’ he asked, almost hopefully.

‘I don’t know what that is, but look, I’m a girl.’ With that she lay back on the bed and spread her legs to show him her pussy.

"See? I have a vagina, no balls. But the spell I cast gave me this big thing. It’s ok, really."

"I don’t know, Claire. You have a vagina, and a dick, but why aren’t there any balls?"

"I’m not sure. Perhaps the spell I chose was simply for having a penis, or maybe I never even considered that penis and balls go together so I ended up with only this." Again she waved the still erect cock. She really wanted Tim to accept her as she was because she was still very aroused and eager to try sex with him. Tim was just staring at her body now, taking in the full vision before him. His mind was filled with thoughts of having sex with her, but he was afraid of what it would mean if he enjoyed her cock. He knew that it was one of his fantasies come true, but he never expected a fantasy to become reality and wasn’t prepared for the implications. This all seemed so familiar to him, because of his mental debates about the hermaphrodites he’d masturbated to. The more he thought about it, the more certain he became that he could handle the situation and not have anything to worry about. He wasn’t gay, he loved women, but if a woman also had a penis, then so be it. Tim was actually curious what it would be like to make love to her cock.

"Claire, it’s alright, I believe you and you know what? I want to continue what we were doing." he said with a big grin.

"Oh Tim! That’s wonderful! I was so afraid that you’d hate me." She gave him a big hug, wrapping her arms tightly around him and pulling him hard against her. Tim felt the strange sensation of her gigantic tits smooshing his chest and her big cock pressing against his belly. He became aware that his own cock was still very hard and rubbing along her abdomen. Just then there was a loud commotion at the window! They heard a shout, then a crashing, followed by a dull thump. Claire and Tim bolted from the bed and looked out the open window.

"My God! It’s Mr. Clark! What the Hell is he doing on the ground?" Claire exclaimed. She saw Mr. Clark’s unconscious body sprawled on the ground, underneath the big maple that grew near her window.

"That son-of-a-bitch was spying on us, I bet." Tim said angrily. "He probably was in the tree and slipped. We heard him yell, and crash through the branches. Look, see those broken branches near him?" Claire nodded silently, as she thought about the situation. "What should we do?" Tim asked out loud.

"I'm thinking, just a minute. Shit, Tim, I’m really scared! What do you suppose he saw? Claire looked like she was going to burst into tears any second. Tim realized this and put his arms around her and gave her a reassuring hug.

"Christ, we’re both standing here naked, with our teacher knocked out in your back yard! Let’s get some clothes on and bring him inside the house. Then we’ll figure out what to do."

"Ok, let’s hurry before he comes-to." said Claire.

A short while later, the two teens had their still unconscious teacher inside and lying on a couch. They were both frantically trying to devise some sort of plan to undo the mess they knew they were in.

"I think we should run away and never come back! He’s going to tell everyone about us." Tim said, as he paced back and forth. "We'll be called freaks or queers or worse."

"Tim, chill, will you? I think I know a way to make sure that this miserable, spying bastard will never say a word about us! I want you to keep an eye on him for a minute. If he moves, yell to me."

"What are you saying? You want to kill him!? No way! I'd rather run away to Mexico and never show myself again."

"No, don’t be foolish, I don’t mean to hurt him. Ill be back in a second. With that Claire ran off and went upstairs again. Tim stared at the prone form of Mr. Clark. There was a large bruise forming on his forehead and there were multiple scratches and minor cuts from his fall. It didn’t seem that there was any serious injury, though he hadn’t moved a muscle since they found him. Tim wondered what Claire had in mind.

He heard her coming down the stairs and felt relieved that she was back. Thank God she knew what to do!

"Alright. Here’s what we’ll do." Claire had a book with her, and several small items. Tim recognized the book.

"That’s the spell book, isn’t it?" he asked.

"Yes, and I’m going to use it to help us with our nasty problem here. Tim, in the kitchen there are some glass bowls. Bring me one please." Tim went to the kitchen and found a bowl and brought it back to the living room. Claire had the book open and was studying the pages carefully. She began removing her sweater.

"Claire, what are you gonna do? He was baffled, but fascinated as he watched her take one full breast and gently squeeze until drops of milk appeared at the nipple. Then she took the glass bowl and began milking her tit, filling the bowl nearly half with her milk.

"This is how I create a potion. I have to mix different things together and say the magic words. Then the person upon who the spell is cast has to drink the potion. When he drinks this, he’ll have no wish to ever tell anyone about what he saw today." She finished expressing her milk and put her sweater back on. Claire then added some other components to the milk, but Tim wasn’t sure what they were. They appeared to be herbs of some sort. He watched as she stirred the mixture with her little finger, then Claire began saying words in a strange tongue that he’d never heard before. It sounded similar to English, but only bits and pieces of words. Soon she was done.

"There! Finished. Now we have to make him drink this." she said with a gleam in her eyes.

"Are you sure? What will it do?" asked Tim, nervously.

"Oh, you’ll see, you’ll see."

With that Claire brought the bowl to Mr. Clark’s mouth and with her hand behind his head, slowly tilted it till the liquid touched his lips. He stirred a bit and opened his mouth slightly to drink. Claire looked at Tim with a wicked glint in her eyes! Tim felt reasonably certain that whatever she was doing was going to make things worse, not better.

"There you go you, wicked bastard, drink up. This will have you fixed up straight away." Claire whispered to Mr. Clark. He was coming to now and began drinking on his own. Soon the little bowl was empty and Claire lay his head back down.

"What happened? Where am I?" Mr. Clark was very groggy from the blow to his head and he couldn’t quite recall what he was doing or where he was.

"Uh, Mr. Clark, please don’t tell on us..." Tim started, but was cut off by an angry Claire.

"Tim! Don’t beg this bastard for anything! Now, Mr. Clark, you tell us what the Hell you were doing."

"I, wait, don’t you dare talk to me like that." Suddenly he felt Claire’s hand smack his cheek, quite powerfully too.

"Shut up! You will tell me what you were doing, or so help me, I’ll turn you into something truly nasty! And if you don’t believe me, I don’t care because the potion you drank will already be working on you, so by the time you get to your house or whatever little shit hole you came from, it will be too late for you to do anything about it."

"Claire..."

"Quiet please, Tim." She was extremely fired up now, and Mr. Clark was wondering what the fuck was wrong with the little bitch. She had seemed so mild mannered to him in school. Now, though, he saw another aspect of her personality and he wondered if indeed he was in any trouble. Just then it all came back to him, the scene he watched through her open window, the damned branch breaking and the sickening feeling as he fell the two stories to the yard below.

"You bitch! You’re some kind of freak. And you he said, looking at Tim, you're a faggot or something. I remember now, and wait till this gets around. The two of you, you both disgust me."

"That’s enough! Now listen and listen good, pervert. Nobody will know about anything that went on here today. Understand?"

"Bullshit! I’m leaving, and you two are gonna be sorry for this, I’ll tell you."

"Go ahead, leave, asshole." Claire said calmly. "You'll be sorry you ever spied on me, that’s for damn sure! Besides, the spell is already taking effect."

"Spell? You’re fuckin' crazy! And you won’t tell anyone about what I was doing, or I’ll make you sorry you were ever born." Mr. Clark stood to leave, but as he did, he realized that something was amiss. His vision was blurry, and as he stood up, it felt as though the room were pitching and swirling. He fell back to the couch, sweat forming on his brow.

"What did you do to me, bitch? Poison me?! I can’t see or walk, I feel sick."

"Did you poison him?" Tim asked nervously. He didn’t want to kill anyone.

"Oh shut up, both of you. I didn’t poison you, although you may end up wishing I had. I think you’re feeling poorly from the effects of my spell. It should pass in a while."

"What did you do to him, Claire? Please, tell me."

"From now on, Mr. Clark, your life as you knew it is over. Soon you won’t ever hurt another woman again. In fact every time you get a hard-on, you will trigger changes that will result in you eventually becoming a woman yourself. I figure this is a just punishment for your wickedness, spying on innocent girls and whatever other horrible things you’ve done to women in your nasty little life."

"Fuck you. You poisoned me! I can’t see anything now." There was a real sense of fear in his voice.

"Really, you’re turning him into a woman?" Tim wasn’t sure if this was for real. He knew that she could do magic or something, but to this extent?

"Yes, only he is in control of the change. As long as his little prick stays soft, he has nothing to worry about. But after five or six boners, well let’s just say, Hello ‘Miss Clark’. So it’s really up to you. Now get out of here, and don’t ever let me see you again, or I’ll not be so nice the next time." Claire pulled him off the couch and shoved him roughly toward the door.

Mr. Clark’s eyesight was at last beginning to return as he was pushed out on to the front step. Bruised, humiliated, dazed, and more than a little afraid, he carefully walked down the steps and made his way home.

Inside, Claire and Tim discussed the ramifications of what had happened. Neither was feeling amorous anymore, so they agreed to see each other the next day, and Tim went home, shaken and confused by the strange events of that day.

Sunday morning the sun rose like any other morning, but for Claire, Tim, and Ron Clark, it was a day that felt quite unusual.

Ron woke up, still sore and shaken from the previous day’s events. As he came to wakefulness, he felt a brief moment of panic as he realized that he had his typical morning erection. What had that bitch said about him getting hard-ons? He put it out of his mind, silly of him to believe her crap about spells. Ron reached down and circled his cock with his right hand. Something didn’t feel right! Throwing off the covers, he looked down at his penis and saw that it was definitely hard, but it looked like it was only seventy-five percent of its normal size. His dick had shrunk! Suddenly he felt very queasy, and thought about Claire’s words to him. Was she telling the truth? He ran to the bathroom, vomiting just as he reached the threshold. The vomit on the floor was to be the least of his worries.

Tim woke up to his parent’s voices coming from the kitchen. It was early, only 7:05, and he really wanted to sleep in, but the comforting, familiar sounds of breakfast being made convinced him to join his mom and dad. After the strange day yesterday it would be so nice to have a normal morning. Tim went to bathroom to relieve his full bladder, and put up the toilet seat. Reaching into his boxer shorts he pulled out his penis, or tried to, but as he pulled it through the fly, it got stuck. ‘What the?’ thought Tim, as he adjusted his penis and pulled again. More of his dick came through the opening, and it kept on coming!

"Holy shit!" yelled Tim, as he finally freed the whole length of his cock. It was now a good four inches longer than it had been yesterday and he wasn’t even hard!

"Timmy, you ok?" his mom called to him from the kitchen.

"Uh, yeah mom, everything’s fine." What had happened to his cock, he wondered in amazement. He looked down at his newly lengthened penis and thought about how it possibly could have grown like that.

"Oh my God! It must have been her milk." The realization struck him as he remembered drinking from her fabulous bosom. The increase in penis size had to be a result of consuming her milk. He had to call her!

Claire woke up feeling very satisfied with herself. She was really getting the hang of this magic stuff, she thought.

After showering and dressing, she joined her parents for breakfast in the kitchen. They saw her as plain old Claire, no huge breasts, or improved features at all. She pecked them both on the cheeks and sat down to the bacon and eggs that her mom had cooked. She watched her dad read the paper, and couldn’t help but wonder if he was remotely as well hung as she now was. Claire very much doubted it. She let out a little laugh.

"Something funny, dear?" Her mom asked, as she poured a steaming cup of coffee for herself.

"No, mom, just thinking about something."

The phone rang. Mr. Moore looked at the phone, then the clock.

"Who's calling so early on a Sunday?" he asked aloud. He picked up the phone.

"Hello?"

"Is Claire there?" A young man asked.

"Who’s calling, please? Mr. Moore was annoyed at the poor phone manners that young people displayed. Not even a "Good Morning!"

"This is Tim. Please I have to talk to her."

"Just a moment. Claire, it’s a boy. Tim?"

Claire looked at her father with a slight feeling of anxiety. Why was Tim calling, so early? She took the phone.

"Hi."

"Claire!" Tim was trying to be quiet but even so, the urgency came through in his voice. "What did you do to me?"

"What do you mean?" she replied, looking at her parents, who were watching her with curious expressions. Claire tried to appear nonchalant.

"You did something to me, and now my dick's bigger! I woke up and it’s grown, like, a lot."

"Um, Tim, I'd be happy to help you with your biology problem, so maybe we can get together. I was gonna go to the mall with my mom, but I think that can wait."

"Poor lad has a school project that he needs our Claire’s help with. She’s so smart, right dear?" Mrs. Moore smiled at her husband as she touched her daughter’s head. Mrs. Moore was so proud of her bright little girl.

"Hmmm, probably has things other than biology on his mind." mumbled Mr. Moore into his coffee cup. Tim and Claire agreed to meet at the town library, at noon.

Inside the library it was quiet and almost devoid of people. Tim got there early, and the minutes until Claire arrived seemed like an eternity. He didn’t really mind having a longer dick, but what if other things grew or changed? That’s what scared him. At last, she showed up, ten minutes late.

"Hi." she said.

"Hi? That’s it? Hi? You made my body go freaky and you act like it’s no big deal?" Tim said a bit too loudly.

"Tim, quiet down and listen to me. I’ve been thinking about your problem. I think what happened is that my milk must have affected you somehow. They were in an empty reading room, the librarian was filing books in another room, so they felt it was safe to talk.

"How? Your milk made my dick bigger?"

"It has to be. I didn’t put any spells on you, if that’s what you’re thinking. Also, I don’t think anything else will happen, because it already would have. So how big is it?" she said, leering at his obviously packed crotch.

"I honestly don’t know, but I'd say a lot! I have to measure it when I’m hard, you know?"

"Ok, let’s get it hard."

"Here? Are you nuts?" Tim looked around, as if there were people staring at them both.

"Let’s go in the bathroom. They have handicapped ones with locks."

"No!" Tim didn’t like this idea at all.

"C'mon, don't be such a chicken. There’s no one here, and nobody ever uses that bathroom. I spend a lot of time here and it’s the one I use all the time. C'mon!" She grabbed his hand and pulled him up. He followed, checking to see if anyone was watching them. There was no one around. They got to the bathroom and went in. Claire locked the solid door and sat on the toilet lid.

"Ok. Let me see it."

She was very excited by the prospect of Tim’s huge new cock. Her own penis was rising inside her panties and her pussy was moistening too. Tim was at last getting into the idea, and unbuttoned his jeans, then pulled down the zipper. Already he could feel his cock getting harder. There was definitely something exciting about doing this in the bathroom of the public library! He pulled down his pants to his knees. Claire stared at the enormous, growing bulge in his white briefs.

"Let me help." she said with a smile. Claire took hold of his underwear and slowly peeled them away from his cock. She gasped as the full length of it appeared. Rising slowly as it hardened, it thrust out from his groin and bobbed before her, thick, red, and with a shiny taut head that was already leaking a clear stream of pre-cum.

"It’s marvelous, Tim. Even better than mine, I think." she said, with a glance at her own amazing penis. Her cock was fully erect and lay inside the leg of her slightly baggy pants. Tim could clearly see its huge outline.

"Take yours out too." Tim said. He wanted to see whose was bigger.

Claire eagerly undid her pants and struggled for a few moments getting the hard length out for them to see. Soon they were both standing together with their pants around their ankles and their enormous cocks pointing at each other. Tim touched her penis and Claire followed suit and wrapped her delicate fingers around his organ. They began to gently stroke each other’s cock. Claire felt her hardened nipples poking against her bra, and her now wet pussy was dripping fluid down her smooth young thighs.

"I think I’m a bit bigger than you." Tim said.

"Yes, you certainly are! I know that mine measures eleven inches, and yours is at least two or three inches longer! It’s beautiful."

"So is yours." Their hands were working faster now and Claire used both hands to jack his cock, up and down. Tim was still using one hand, and with the other began caressing her astounding breasts. Claire sat back down on the lid, and pulled Tim closer by his cock. She bent toward it and began kissing the head with her full lips. Tim let out a low moan of pleasure. Her lips tickled their way down the full fourteen inches until she reached his cum filled balls. With both hands stroking his cock, she gently sucked one testicle in to her hot mouth. Tim groaned! What a sensation! He loved it and told her so. After a minute of alternately sucking his balls, she worked her way back to the tip of his cock, and opened her mouth wide to engulf as much of it as she could.

"Ooh, yes...Claire that’s so good."

"Mmmhmmph." she mumbled around his cock. She had half of him inside her mouth and could feel the fat head pressing against the opening to her throat. She had heard about deep throat, but had never attempted it before. She focused on getting it down her throat and slowly, carefully, pushed her head further onto his huge shaft. Tim instinctively knew not to move, as she adjusted to the hard meat working its way down her throat. He watched in sheer ecstasy as little by little, the full length of his erection disappeared inside her pretty mouth. At last, her lips touched the base of his cock. She had swallowed his entire length! Claire was becoming used to the strange feeling and began to move her head up and down on his meat, fucking it with her mouth and throat. Tim put his hands on her head and gently held it as she moved. He felt a massive load building to climax.

"Claire I’m gonna cum real soon." His knees felt weak and he was breathing very heavily.

"Hmmm. Mmmmmm!" Claire moaned, clearly telling him she wanted it! She quickened her pace and with one hand began rubbing and fondling his heavy balls.

The orgasm hit Tim harder than any other in his young life. Whether it was because of his enhanced cock, or her skillful blowjob, he didn’t know. It felt like his cock, his balls, his entire body would explode! She stopped moving as the first hot jet of cum sprayed from his cock. It shot down her throat and she pulled back a bit, catching the second stream in her eager mouth. It filled her cheeks and poured over her tongue, washing her gums and teeth in sticky white cream. She didn’t realize she had to swallow, and the third blast erupted in her mouth, which was already filled with his sperm. There was no room and cum started gushing out of her mouth, pouring down her lips and chin, dripping onto her shirt and running down to her lap. She knew she’d better swallow, and did so just as the fourth river of cum splashed in to her. This time she was ready and gulped it down eagerly. Tim’s enhanced penis kept pumping, blast after blast of creamy cum issuing from the tip, until finally, after nearly a full minute, it stopped. Even though she valiantly tried to keep up, it was too much and cum leaked from her lips and drooled down her chest.

"My god, Tim,’ she said, laughing, ‘I thought you’d drown me."

"Wow, that was the best thing I’ve ever felt. You sure can suck."

Tim looked at the beautiful teen girl. She was a sight right out of a wet dream. Her mouth was dripping with cum, as was her chin and her shirt was laced with strands of jizz, soaking into the fabric. Her massive tits were straining beneath the shirt and dark circles had formed from milk leaking from the nipples. Looking further down her body, he saw her giant penis, still erect, and like her nipples, slowly leaking her unique milk/cum. Tim suddenly wanted very much to suck her as she’d done him.

"Stand up, Claire." She stood up and he moved her to where he was, and took a seat on the toilet. She got the idea and grabbed the base of her cock and waved it in front of his face.

"My turn, huh?" she said with a big grin. She watched as Tim bent toward her cock, mouth opening wide. This was it, the point-of-no-return. He was about to realize one of his greatest fantasies, and he was ready for it. No picture in a magazine, this was a real hermaphrodite he was about to give head to. His lips touched her hardness and then his mouth was sucking her inside. He worked his way down her shaft, gagging a bit, but still forcing himself to take more. After a while he had at last managed to suck her full length in. Tim couldn’t believe he was actually sucking cock! Not only that, he was absolutely loving it. The silken smoothness of her cock-head, the heat and thickness of her veiny shaft, the full feeling in his mouth, everything. Claire was astounded at the sensation and the feeling of dominance as Tim sucked her. So this is why guys like this so much! It feels awesome, she thought.

Cupping her tits, she gently squeezed them, forcing milk to further saturate the fabric of her bra and shirt. Soon her entire shirt was transparent, showing her bra and cleavage. She looked at her great tits and hugged them tightly with her arms, making milk actually pour down her front now. Tim was watching her do this as he sucked. He was enjoying the feeling of her cock in his mouth and throat, and now wanted her to cum. Sucking harder, he also began fingering her wet cunt, driving her over the edge.

"Oh, oh, oh, Tim,’ she moaned, ‘I’m going to cum, you’re making me cum." She grabbed his head and forcefully pushed and pulled it over her cock, fucking his face. The milk/cum started gushing from her penis, washing over his tongue, shooting down his throat, and filling his mouth. It was too much and Tim pulled back from her. Her cock slid from his lips, still spraying and fluid shot all over his face, covering his eyes and nose and mouth in sticky sweet milk/cum. She was pumping her cock furiously with both delicate hands, forcing every last drop out. It puddled on the floor, there was so much! Finally she stopped and her penis softened. Both of them were a mess. They spent another fifteen minutes cleaning up before they left hurriedly and went out of the library. The lone librarian on duty had noticed that they were in the bathroom for a while together, but she knew that teenagers liked to kiss in private and hadn’t bothered them. If she only knew what had actually happened!

End of part 2

Coming soon; part 3, in which Doris gets her oats. Um, no, in which the adventures of our friend Mr. Clark continue, as do events in Tim’s, Claire’s, and not to be forgotten, Kelly’s, lives. As before, I hoped this story was enjoyable and any feedback is welcome. Email me at:

milkmaniac@Yahoo.com

PART 3 ****************************************************

Ron Clark was having a bad day. It had started horribly when he learned that Claire’s spell was for real. The very idea of him losing his manhood was revolting to him and he didn’t know what to do. How could he live, if it meant never having sex again. He couldn’t even masturbate! Any erection would propel him along the path to complete womanhood. He hated that bitch Claire! Ron fumed and planned a way to make her change him back to normal.

He had spent a good part of the morning staring at his reflection in the mirror. At first he hadn’t noticed anything different other than his smaller cock. As he examined himself carefully, he began noticing that there were subtle changes that had taken place to every part of his body.

His face had a slightly softer look to it and he saw that there was barely any facial hair. He had always been clean-shaven, but now it looked like he wasn’t ever going to need to shave again. When he took his T-shirt off and saw his chest and stomach, he nearly threw up again. While not looking exactly feminine, his chest was now devoid of hair as was his once hairy belly. He still looked like a man, only one that had no hair on his body. His legs were the same; hairless, and even his arms seemed only a little hairy. As he turned, he noticed his ass was fuller, but only slightly. In fact he doubted that anyone other than he would even notice. His inspection was interrupted by the phone.

‘Hello?’

‘My voice! What the hells wrong with my voice?!’ he thought. His usually deep voice sounded different, higher.

‘Hello? Is this 555-4361?’ said a female caller. He recognized the voice as his on-again-off-again girlfriend, Anna.

‘Anna! It’s me.’

‘Ron? What’s wrong with you? You sound like shit.’

‘Yeah, I don’t feel too good either, but I’ll be ok. I think it’s something I drank.’

‘Oh.’

Silence. Then she spoke again.

‘Ron, I thought you learned your lesson after the last time you got drunk and ended up puking in my bathroom. You promised you’d stop drinking.’

‘Anna, no it’s not like you think, I’m sorry.’

‘If it’s not like I think, what is it?’ she asked, suspiciously.

‘Look, if I told you, you wouldn’t believe me. Just give me a day or two to get back to normal, and I promise I’ll make it up to you.’

‘Hmmm, right. You’ll make it up to me. You were supposed to take me out last night to dinner. What happened to you? You went out and got drunk and forgot about me. Ron, I swear the only reason you ever call me is when you want to fuck!’

‘No, Anna, that’s not true. Believe me, I had a problem yesterday and I couldn’t call you to tell you.’ Ron was now sounding like he was on the verge of crying. This touched Anna. She had never heard him sound so vulnerable in the year and a half they’d known each other.

‘Ok. I believe you. Look, I’ll come by in a while to take care of you.’

‘No!’ Ron shouted in to the phone.

‘Yes. See you in an hour.’ She hung up.

‘No! No! No!’ Ron couldn’t believe this. She was coming over and that was definitely not what he needed right now. He thought about leaving and coming back much later. Ron got his clothes from the dresser and put on clean underwear. They felt loose. From the closet, he got a pair of jeans and put those on. They too felt baggy, except around his hips, where they seemed a bit snugger than before. The jeans were also too long now. Not only had his body begun to look different, but he was shorter too. Ron used to stand 6’ 1", now he was at least two inches shorter. Not a lot, but Anna would notice that. How do you explain a two-inch reduction in height overnight? He knew before even putting them on that his shoes would be too big. They were.

‘Goddamnit! You fuckin' cunt!’ he screamed up at the ceiling, thinking of Claire. His voice sounded so odd, so foreign, he actually started crying now. Ron collapsed on the bed, crying and sobbing as big tears of anger and fear poured down his face. He didn’t realize it, but this was the first time he’d cried in years, since he was a child. If he had thought of it, it might have occurred to him that it was all part of his transformation from man to woman. Ron cried himself to sleep on his bed, curled up in a fetal position.

The doorbell woke him. He jumped off the bed and ran quietly to the living room. It was Anna. He didn’t know what to do and just stood there frozen. The doorbell rang again.

‘Ron? You ok? It’s me. Let me in.’ Anna called.

Ron was paralyzed with fear. If he let her in, how could he explain what happened to him? On the other hand he didn’t want her to go away. He needed her now, more than he ever needed anyone in his life. He opened the door at last.

‘Anna, come in, quick.’

‘What the hell’s the matter with you?’ she asked as he pulled her into the room. She looked at him carefully, assessing something about him that was odd, but not quite knowing what it was.

‘Listen, what I’m gonna tell you is not going to be easy to believe, but you have to. It’s the goddamn truth.’

‘You look different. You must be sick, because you look like you’ve lost a lot of weight. Have you been eating?’ Anna touched his arm in concern and realized that it felt strange, softer and less hairy.

‘Ron, what’s going on with you?’

Ron proceeded to tell her how he was the victim of a school girls spell. He didn’t mention that he had been caught peeping on her. Anna laughed when she heard the word spell.

‘What the fuck, Ron? You think I’m stupid or something? Spells! Bullshit, that’s what this is, you know. I think what really is happening is that you’re taking hormones for a sex change! That’s it, isn’t it?’

Anna was nearly crying as she said this to him. She was pacing around the room, trying to pull herself together. All Anna knew was that the man she most wanted to be with, even with all their problems, was trying to become a woman!

‘No, no! Anna I swear that’s the truth. She told me that it’s triggered by me having an erection. No hard-on, no change.’

‘Well maybe you should just cut it off, you bastard!’

‘I’m not making this up! I don’t want to be a woman! I want to be ‘me’, and be with you. I know I’ve never been good at this but, I do love you." He pulled her to him and hugged her tightly as he said that. It was odd, hugging her in this new, shorter body. He was only four inches taller than she was now. To his surprise, she hugged him back.

‘Ron, I don’t know if I should believe you, or leave you. I know that you love me, and I love you too, so let’s see if we can work this out, ok?’

‘Ok.’ Ron replied as he kissed her lips, thankful that she hadn’t abandoned him, even though he probably deserved it, for the way he’d treated her at times. He made a vow to himself that he would never cheat on her again, or slap her which he’d done a few times when drunk, or call her names when she didn’t want to make love. For some reason, he felt more in tune with her emotions than ever before.

‘So, according to this witch, if your dick gets hard, you become more feminine? How many times have you gotten hard since the spell was put on you?’

‘Only one! And look at me! I’m shorter, hairless, and my ass is bigger.’ Ron wanted to cry again.

‘It’s ok, baby, it’s ok. C'mere and lie down on the sofa.’

Anna led him to the couch and he lay down as she gently rubbed his forehead and talked soothingly to him. Ron felt himself relaxing as she eased the tension from him. She was so good to him, he thought, just before he fell asleep.

Ron felt good. He loved waking up to a blow-job. His right hand instinctively held the back of Anna’s head as she bobbed up and down the length of his hard cock. His hard cock! No! His thoughts focused as he fully awoke.

‘No! Stop! Oh no, what have you done?’ He was crying again.

‘Ron, it’s alright, relax. You’re fine! Look.’ She waved his erection at him.

‘See? Hard-on, but you still look the same to me.’

‘No, no, no, it will happen soon. It’s not instantaneous.’ Ron pulled away from her and ran to the bathroom mirror. Anna followed.

‘Ron, I really think you should tell me the truth. Enough with this spell shit, ok?’ She heard a moaning sound from the bathroom. It was a moan of despair.

‘Ron?’

In the bathroom, Ron was standing before the mirror, watching in terror as his now flaccid cock slowly shrank right before his eyes. He saw Anna reflected in the mirror and turned to her.

‘See? Look at me!’ His voice sounded different than it had minutes earlier, higher pitched and softer, more womanly. Anna stared, dumbfounded as his penis slowly shrank to its new length.

‘Oh my god! You were telling the truth! Oh Ron, I’m so sorry.’

Ron moaned again as he felt other changes occurring. As they stared, his chest swelled up in two, distinct, breast-like lumps. Not quite full-fledged tits, but they would have looked normal on any girl going through puberty. His hands cupped the new breasts and tears fell from his eyes as he felt his hips swelling outward. Anna collapsed to the floor, unconscious.

When Ron was finally able to rouse Anna back to consciousness, she found herself looking into the face of someone she no longer recognized. It took her several moments before she was able to say anything.

"Oh my God." she said softly, over and over. Anna was dazed by the realization that Ron was changing, becoming more and more womanly. She looked at him closely.

Ron had shrunk three more inches in height, standing now at 5’ 8", only one inch taller than Anna. His face had changed, softening and becoming more feminine. His lips had become fuller, his facial hair was now completely gone, his hair was longer, and his bone structure had shifted. Higher cheekbones, a more delicate nose and brow ridge, even his ears looked more dainty.

Her eyes moved down his body, examining the changes. Ron definitely had breasts now. Small ones, but tits none the less. His whole torso was smaller and more delicate. His waist nipped in nicely, and then flared out at the hips, giving him a nice female form. His ass had filled out and become more rounded still and looked very feminine. It was when she saw his penis that she nearly cried though. What had once been a proud cock that swelled to seven hard inches now looked tiny and useless. It was an inch long, and beneath it was an infant-like scrotum.

"See?" Ron asked. His voice! Anna did a double take upon hearing his voice. It sounded totally feminine, like a woman with a slightly husky voice. Even Ron seemed surprised by how different he sounded.

"This can’t be happening."

"It is happening!" Ron shouted, sounding like a scared woman. He ran over to bed and collapsed on it, bursting into tears. Anna slowly got up and went to him.

Anna and Ron talked for hours, trying to decide what to do about his strange situation. They couldn’t tell anyone, for nobody would believe them. Ron was terrified of confronting Claire, which was what Anna thought they should do.

"She said if she ever saw me again she’d turn me into something terrible." He moaned. Anna held him, gently rocking him in her arms. He felt so different, so much smaller and delicate. She suddenly realized that as he was now, there’d be very little he could do to harm her physically ever again. She remembered the few times he’d slapped her around. She had hated him for that, and yet remained with him out sympathy, genuine affection for him, and her weakness and need for a man. Anna couldn’t help but wonder what would happen if he changed further. All that was needed was for him to get an erection. If what he had told her was true, and she did believe him now, then there was no going back for him. He might as well go all the way and become completely female. And what sweet revenge for all the cheating and suffering he’d put her through. Her mind was made up.

"Ok, baby, ok. Maybe it is better that you stay away from her. But you know what that means, don’t you?"

"What?" he asked.

"That you’re stuck like this. You’ll never be a real man again." She let that comment sink in with him. He looked stricken.

"But, there must be something I can do. I can’t stay like this!" Ron was on the verge of tears again.

"Well, the way I see it, there’s only one thing you can do." said Anna.

Ron and Anna spent the night talking, arguing, and discussing his bizarre situation. For hours, she insistently urged that he go all the way and fully change. She was beginning to convince him that it really was the only course of action at this point. He really couldn’t stay in his near-female form. There wasn’t any way to change back to his old, male self, so it was inevitable. Sooner or later, he’d have another erection while asleep, and that would be that. Eventually he agreed with her. It was painful to realize that his masculinity would forever be lost, but at the same time he secretly almost welcomed the finally changes. It would be better to be totally female, than not quite one or the other.

"Ok Anna. You’re right."

"Thanks, sweetheart." She hugged him tightly, feeling him shaking as he came to grips with what would happen.

"I know that in time, you’ll learn to like it." she said. Inside, she was thrilled that at last, he’d decided that he’d go the final bit to femininity. For Anna, it would mean he’d never cheat on or be able to abuse her again. She’d always harbored secret desires for sex with another woman, and this seemed the perfect way to live out those fantasies.

"We have to come up with a name for you. ‘Ron’ just doesn’t go with your new look, does it?

"Oh God, this is so difficult! Why? Why did I ever have to see her?"

"See who? Claire?" asked Anna, perplexed.

"What? Yes, of course her." Damn! He’d let that slip. Anna didn’t know he’d been peeping on Claire. Anna had her suspicions, though.

"Where did you see her, Ron? The truth!" Ron looked shaken, and started to cry again.

"I saw her in her, her, house. There! Now you know the truth." he sobbed.

"You piece of shit! You were peeping?" Ron nodded, his face buried in his now dainty little hands.

"No wonder she did this to you. You deserve it! Worse maybe!"

"Don’t say that, please. I’m so sorry. I really am."

"God, you were peeping on a schoolgirl. That’s so fucking pathetic! I should leave you." said Anna, viciously. She didn’t intend to leave him, but she wanted him to suffer.

"Anna, please stay. You have no idea how sorry I am. Look at me! Look what she did to me! I’ll pay for my mistake the rest of my life!" Ron was nearly hysterical. Anna just looked at him, very carefully and very seriously.

---------------------------------------------------------------------------------------------------------------------

Kelly was in a funk. For the last several days all she’d thought about was her tryst with Tim. She couldn’t get it out of her mind and knew that she really wanted to do it again, and this time go even further. Kelly was fifteen and felt that the time was right to lose her virginity. Shit, most of her girlfriends lost theirs a year or more ago. Tim was the boy she wanted to fuck the first time with. Her memory kept going over his massive orgasm and how she loved watching his cum shoot out and how much she found she liked the taste and consistency of his jizz.

But that had been over a week ago and the horny girl was anxious for more sex with him. The problem was that for the last few days, Tim hadn’t so much as said hello to her. Kelly thought he was seeing some girl from his school and she was afraid that she’d never get the chance to be with him again. What had happened to him anyway? They used to hang out together all the time.

Kelly was sitting in her back yard reading some stupid romance novel, hoping that Tim would come out in his yard. The weather was warming up nicely now that spring was in full swing and she was wearing shorts for the first time that year. Reading was futile, she kept seeing his spurting cock in her mind, and soon she had a hand down by her crotch, rubbing the outside of her young pussy. Her nipples stiffened and were clearly visible through the thin fabric of her tee shirt. One slender finger slipped inside the hem of her shorts and began tickling the fuzz of her pubic hair, running along her lips in a lazy circle. Just then she heard her mother’s voice call out.

‘Kelly, where are you?’

‘Shit!’ she said to herself.

‘Out here Mom!’ Kelly quickly composed herself and hoped that her nipples would relax before her mom came out back.

‘Kelly, when you’re done out there, I need you to help me for a while.’ Her mom was always pestering her to help with stuff, but maybe it would get her mind off of Tim for awhile.

‘Ok, I’ll be right there, Mom.’

Kelly got up from the chaise lounge and started to walk to the door. She looked over to Tim’s house and saw him walking towards his house, carrying a basketball.

‘Tim!’ She yelled, perhaps a bit too enthusiastically, but she couldn’t control her emotions. He looked over and waved back.

‘Mom, I’m going over to Tim’s for a minute, I’ll be right back, ok?’

‘Kelly, you...oh alright, just don’t be gone all afternoon.’ Mrs. Pierce decided to let her do what she wanted. She was tired of seeing that girl mope around and knew it was probably related to something with boys. Kelly’s mom remembered what it was like to be fifteen, and smiled as she watched her pretty daughter run across the yard to Tim’s property. ‘Isn’t that interesting. My little girl has a crush I think.’ Mrs. Pierce thought. She didn’t realize how different teens were today than twenty-five years ago when she was holding hands and barely letting boys kiss her.

‘Hi Kell, what’s up?’ Tim asked with a smile.

‘Nothing. Listen, I keep thinking about what we did last week, and I really want to do it again.’ Kelly said with a big grin. She looked so pretty, smiling at him like that.

‘Tell me how you really feel, Kelly.’ Tim said teasingly. He gave her a friendly push and laughed. She punched his shoulder in retaliation.

‘Tim, really I mean I keep thinking about it...about you, and I want you to be the first.’ She looked up at him so seriously that he stopped his boyish clowning and just listened.

‘First? You mean you’re a virgin? Wow!’ Tim was amazed at how forward she was being with him.

‘Yes. I want to do it with you. Will you?’ Kelly asked him, staring at him with adoration.

‘Are you teasing me?’ Tim wasn’t sure if she was trying to set him up in a practical joke or something. After all, he’d never had a girl come right out and say she wanted him to fuck her!

‘Tim! I mean it! I think about you all the time.’ She lowered her voice and said; ‘The other day...I fingered myself thinking about your...dick.’

She looked away, now suddenly embarrassed. Tim felt his cock getting harder at the thought of her masturbating.

‘Wow, Kell...I mean, yeah, I'd love to. Are you sure?’ She looked at him and nodded fiercely.

‘Cool! I, uh...I’m a virgin too, Kelly. So we can learn together, ok?’ He felt a little embarrassed telling her that he was a virgin, but figured that the truth was best, as she had been so blunt with him.

‘Kell, there’s just one thing you should know...’

‘What?’ she asked, looking worried. Was there something wrong?

‘I’m, ahh, well...it’s bigger.’ She just looked at him, not catching his meaning.

‘My dick...it’s bigger than the last time you saw it. It grew.’ He didn’t go into detail about how it grew, but he told her what she’d see for herself soon enough.

‘Bigger? Wow, it was already pretty big Tim. How much did it grow?’

‘Can you come inside? I’ll show you.’

Kelly looked back toward her house and saw her mom talking on the phone in the kitchen. Mrs. Pierce was a talker, so Kelly knew it could be an hour before she even started looking for her daughter. Kelly nodded and followed Tim inside.

Tim and Kelly were in his room. It was only 3:00, and Tim’s parents wouldn’t be home till around 5:00 so he felt totally safe that they’d not be bothered.

‘Can I see it?’ Kelly asked, getting right to the point! Tim laughed, and began taking his clothes off.

‘Boy you sure can’t wait, huh?’ He said with a big grin. He stepped out of his jeans and pulled down his briefs, revealing his enormous cock. Kelly stared, dazed by its size, and it was only half-erect.

‘Jesus! You weren’t shitting me! I didn’t know you were still growing.’

‘Me neither, it just kinda grew the other day.’ Tim said sheepishly, not knowing if he should tell her the truth. It was only semi-hard and already it was bigger looking than the first time Kelly saw it. She was amazed.

‘Wow...can I touch it?’ She asked as she reached for it, not waiting to hear his answer. As if he would say ‘no.’

Kelly’s hand grabbed Tim’s increasingly hardening shaft and began to slide along its length. Her eyes were huge and glazed, like a kid on Christmas morning seeing all those gifts under the tree. Soon Tim’s cock was fully erect and stood proudly, as Kelly continued to stroke.

‘Kelly, I want to see you naked too.’ Kelly nodded, and leaned close to kiss the head of his cock with her soft lips. Tim moaned with pleasure. Suddenly Kelly backed away and for a moment. Tim was worried. Then she began to quickly strip her clothes off, throwing them across the room.

‘I have to feel that inside me! I’m not going to wait anymore. Tim please...I want you to fuck me, to be the first. I can’t take it anymore, I’ve been dreaming about this since the first time we fooled around.’

‘Kelly, I'd be glad to be your first, but are you sure? I mean it’s pretty big. I don’t want to hurt you.’ Tim said with genuine concern. In response, she lay on the bed and spread her legs as she started fingering her wet cunt.

'I'm totally fuckin' sure! Put it in me.’

Tim carefully straddled her and placed the head of his cock against her glistening pussy lips. He slowly began pushing it into her as she stared at him with full concentration. Kelly felt the massive penis pushing her lips apart as it slid ever so gently in to her virgin hole. It felt marvelous to her, the flared head rubbing against her sensitive skin. Soon the head pushed in past the lips and her cunt engulfed his shaft in velvety wetness. Tim couldn’t believe how hot and soft and good it felt. This was his first fuck too. He was amazed at how wet she was, and wondered what he’d do about the pool of juices there would be on his sheets. Tim leaned down and softly kissed Kelly’s lips. She pulled his head to her face and thrust her tongue in to his eager mouth. She was a good kisser, thought Tim, but not quite as good as Claire.

Tim’s cock suddenly met with resistance and he couldn’t push any deeper in her. She looked at him and nodded. He understood her unspoken consent, and with one hard thrust, broke her hymen. Kelly gave out a short, sharp cry and then hugged Tim to her tighter than he’d ever been hugged before. Tears were running down her cheeks as she smiled brightly at him. He smiled back and kissed her tears and hugged her back, as his massive cock slowly continued to enter her. At last he was in as far as she could take. He looked down at their union and saw that there was still about four inches of penis outside her pussy. He began to stroke in and out of her as they kissed each other and groped each other passionately. They made love as easily and naturally as any true lovers ever had. It felt right and perfect and Tim and Kelly came together in joyous orgasms, laughing and crying and cumming all at once.

Claire walked up to the door and rang the bell. She had been anxious to see Tim all day and decided that she’d go over to his house after school even though they hadn’t planned for it. The doorbell chimed three times.

Tim stopped his thrust as he heard the bell sounding. He was surprised and looked at Kelly as she stared up at him with a frightened look in her eyes.

"Who’s that?" she asked in a whisper.

"I don’t know. Just a minute and I’ll look." Tim pulled his massive cock out of her with an audible wet sound and wiped her copious secretions off on his sheet. He quickly pulled his jeans on as the bell began ringing again. Once his jeans were on he went to the front door to see who was there.

Claire was getting impatient and just as she was about to leave she heard the door opening. It was Tim, looking confused and nervous. He didn’t have a shirt on and his jeans were showing a rather large bulge down one leg. Claire smiled brightly at him.

"Hi!" She said as she surprised him with a big hug.

"Hi…what are you doing here?" he replied, almost whispering.

"You want me to leave?" she asked, with a puzzled look on her pretty face. Tim wasn’t sure what to do. Part of him wanted her to stay while at the same time he knew that if she found Kelly in his bed, it wold be all over between he and Claire.

"Uh, no…but I…what are you doing here?" Tim was lost. Why did she have to show up now, of all the times? He was just standing there, dumbly.

"Can I come in, please?" Claire was looking at him, appraising his nice chest. She looked around the room, observing that his parents seemed to be out.

"I think I might have caught you at a bad time. Looks like you were, ah, busy?" she said as she gently touched the outline of his still swollen cock under his jeans. Claire assumed that he’d been masturbating, which would explain why he came to the door looking so flustered and embarrassed.

"Yeah, I mean no…look, ah…it’s just that, shit!" Tim knew he was caught, and might as well let her know the whole situation. He let out a big sigh.

"Claire, I’m sorry. We were, you know, fooling around and I didn’t know you were coming over and I’ve known her for years and it just sorta happened and…"

Just then Kelly walked into the room.

"Hi." said Kelly. She looked at Claire, her eyes growing large as she took in the full effect of Claire’s awesome figure. She’d never seen a girl as sensationally endowed. Kelly felt jealous, insecure, and something new and not easily definable as she gazed upon the figure of the older girl.

"Claire, this is Kelly. Kelly, Claire."

"Oh, hi. I didn’t know you had a girlfriend, Tim. I’ll see you later." Claire turned toward the door, ready to leave. She felt surprised and hurt, even though she and Tim never said they were boyfriend and girlfriend, after the events of the past few days, she’d just assumed that they were.

"No! Wait. Claire, uh…Kelly, I have to talk to both of you I think. Please stay Claire." Tim took Claire’s hand and gently tugged her to the sofa. He motioned for Kelly to sit next to Claire. The girls looked at each other, their faces mixed with puzzlement and distrust. They both sat, as Tim stood nearby, searching for the words he needed.

"Well?" both girls asked at the same time. They looked at each other again, this time with slight grins as they felt a bond with each other watching Tim’s obvious discomfort in the situation.

"Ok, look, it’s like this. Kelly, I’ve been sorta seeing Claire for a while. I guess we’re kinda like boyfriend/girlfriend." Kelly looked hurt and angry.

"Claire, I’ve been friends with Kelly for a few years and somehow we’ve been getting to be more than friends in the last few weeks."

"Friends? We made love! You were my first!" Kelly screamed, as the tears now streamed down her face. She buried her face in her hands and sobbed heavily. Surprisingly, Claire put her arm around Kelly’s shoulders and tenderly consoled the younger teen.

"Tim, I think I understand and I’m not mad at you. But she’s really upset. Didn’t you tell her about us?" Claire asked. Tim shook his head and stared at the two girls, not knowing what to do.

"What about you?" Kelly was still crying, but had calmed down some as she allowed Claire to sooth her. She wiped her tears away with her hands and looked up at Tim with a hurt, questioning look on her young face.

"Tim, why’d you have to do that? I didn’t know you and her were going out. I’d never have had sex with you if I knew." She began to cry again. Claire held her with both arms now circling the younger girl’s shoulders in a gentle hug.

"It’s ok, Kelly. He didn’t mean to hurt you. Did you Tim?" she asked with a deadly look on her face.

"No, Kell, I’m really sorry. It never came up and I felt so comfortable with you, and you were so…sexy. I hope you don’t hate me. What we did was beautiful, special, and I mean that."

Kelly and Claire looked at him, and they could tell that he was speaking truthfully. He looked like he was on the verge of tears. Kelly got up and gave him a powerful hug, crying once more as she felt his strong arms holding her. Claire watched from the sofa, feeling strangely aroused by seeing Tim and Kelly hugging so passionately. Something about the two of them being together struck her as feeling right. She was realizing that Tim and her never really had committed to each other as boyfriend and girlfriend, and it was obvious that there was a special relationship between Tim and Kelly. Claire had never felt an interest in being with another girl, but as she watched them hug, she suddenly felt like she wanted to be with them.

Getting off the sofa, Claire went to the young lovers and quietly and delicately embraced them. Kelly and Tim looked at Claire, and then all three smiled at each other and welcomed each other in a shared embrace. Claire’s chest was pushing against Tim’s back and her hands were on Kelly’s shoulders and hair. She began tenderly stroking Kelly’s hair as Tim turned his head and kissed Claire on the cheek. Kelly surprised everyone, including herself, when she too kissed Claire’s cheek, thanking the older girl for showing her such compassion and understanding. Tim was amazed at how the girls were responding to the situation. He couldn’t believe how lucky he was. Not only were both girls not pissed at him, they seemed to be having a good time with each other now.

When Claire felt Kelly kissing her cheek, she turned to meet Kelly’s lips with her own. For a brief moment Kelly froze, but once she realized that she really wanted Claire to kiss her, she pressed her lips tightly against the other girls mouth. Kelly felt a tingling sensation deep within her, unlike anything else she ever felt. It was a passion, a heat for this older girl that Kelly never knew was possible. She couldn’t believe that she was kissing another girl, and loving it!

Claire opened her mouth and pushed her tongue into Kelly’s eager mouth. Their tongues danced and glided over one another, sliding over teeth and gums, reaching as far back toward their throats as they could. They tongue-fucked each others mouth for several incredible minutes as Tim watched in awe. His cock was once again straining against his jeans. He reached down and felt its length, and then moved his hand on to Claire’s massive pole, rubbing her rigid cock through her skirt. Just then the clock on the mantle chimed. It was 4:00. Tim’s parents would be home in an hour.

"Shit! My Mom and Dad will be home around 5:00. We’d better clean up and get back to normal soon."

The girls didn’t seem to hear him. They were busy making out. Kelly’s hands began to tentatively explore Claire’s body. Her fingers came in contact with Claire’s breasts.

"Your tits are so big!" said Kelly, with a little nervous giggle.

"They are, aren’t they.’ replied Claire. ‘I have something else that’s big that you should know about."

"What do you mean?"

"Well, I have more than just these." she said, as her hands cupped her magnificent tits and bounced them up and down. Kelly appeared transfixed by the giant breasts.

" Do you believe in magic?" Kelly shook her head no.

"I think I can change your mind. Let me show you something." Claire said, as she pulled the hem of skirt up over her waist and showed Kelly the huge erect cock thrusting out from her groin. Claire didn’t have any panties on, and her rigid penis was freely wobbling, a big glistening thread of fluid descending from the swollen tip.

Kelly stared, slack jawed, at the improbable sight before her. It was too much for her to take, and without a word, she fainted. Tim and Claire rushed to her side and Tim gently picked her up and brought her to his bed, where he lay her.

"Wow, she fainted! I never saw anyone do that!" exclaimed Tim. Claire looked at him and then at Kelly.

"You think she’s alright?" Claire asked, looking concerned.

"I’ll get her some water." Tim said as he went for the kitchen. Claire sat on the bed next to Kelly and tenderly touched the girl’s face with her fingers. ‘She is a very pretty girl.’ thought Claire. Kelly’s chest was rising and falling with her breath, her little tits thrusting up with their erect nipples showing through the fabric of Kelly’s T-shirt. Claire wanted to touch those tits and she hoped that Kelly wouldn’t mind if she did. Her hand went to Kelly’s chest and gently cupped a small breast. The hard nipple pressed into Claire’s palm and she leaned closer to the unconscious girl’s tits. ‘These are nice’, she thought, ‘ but they’d be even better if they were larger.’

Tim walked back into the room with a glass of water and saw Claire covering Kelly’s tits with both of her hands. Claire looked at Tim and smiled.

"How would you like your girlfriend to have really big tits, like mine?" she asked him.

"Wow, Claire, I dunno. It would be great, but we should ask her if she wants that."

"Of course, silly. Kelly, wake up now, come on." She took the glass from Tim and put it to Kelly’s lips, letting a bit of the cold water run down Kelly’s mouth and drip from her chin. The cold water fell on her chest and Kelly opened her eyes as she regained consciousness.

"What happened?" she asked.

"You fainted. You must have been a bit surprised by my penis, huh?" Claire asked with a grin. Kelly looked down at Claire’s lap and saw the enormous phallus, now flaccid, but still startlingly surreal.

"What are you? I can’t believe this!" Kelly pointed at Claire’s cock.

"I’m sorry if I startled you or something, really. But now that you know about me, I hope you can give me a chance to be your friend. I really liked it when we were making out." Claire looked down at the floor, almost shyly. She desperately wanted Kelly to accept her. Kelly looked at Tim.

"You said something about magic. What did you mean?"

"I mean that I can cast spells. I found a book."

Claire explained everything to Kelly. They talked about all of Claire’s experiences, including those with Tim and Mr. Clark, and how Tim had benefited from Claire’s milk. Kelly asked lots of questions of both Tim and Claire, until she was completely up to date with the situation.

"So that explains why you’re bigger!" Kelly said with an awed look on her face. A smile was spreading across her pretty features.

"Do you like her ‘improvements’?" Kelly asked Tim. He nodded, looking embarrassed. "And you like that she has a cock?" Tim nodded again unable to speak to Kelly or even make eye contact. Kelly looked from Tim to Claire, and back at Tim, apparently deep in thought.

"Wow" said Kelly, "this is so cool!"

After discussing the situation, Claire, Kelly and Tim cleaned themselves up a bit and decided that they’d get together on Saturday, for further exploration of the wondrous spell book. Claire and Kelly left a few minutes before 5:00, when Tim’s parents arrived home.

Kelly’s night was lost to thoughts of Tim and Claire. It was so strange, what had happened and what she’d seen and done. Kelly thought a lot about when she had been kissing Claire. She’d never done anything like that before, and she’d never really even considered being with another girl. As much as she felt confused by her sudden attraction to Claire, she also knew that she wanted to be with her again, and to go even further. Kelly was infatuated with Claire, partly because Claire was the most agonizingly beautiful girl she’d ever seen, and partly because Claire also possessed a magnificent cock. It was even more exciting to her than Tim’s, which she adored! Kelly loved Tim and wanted to remain his lover, but at the same time, she couldn’t stop thinking about Claire.

Tim spent the better part of his night in his bed, masturbating as he fantasized about sex with both girls. With his penis so much bigger now, it was very easy for him to suck it. He sat on his bed, legs folded Indian style, and only had to bend his head slightly before the fat head touched his lips. He practiced giving himself deep throat for over an hour, thinking that it would be helpful the next time he was with Claire.

At last, using both hands to stroke the shaft forcefully and his mouth to suck the head and a good six inches beyond, he came copiously. The hot sweet cum flooded his mouth and poured down his throat as he quickly gulped mouthful after mouthful of sperm down. It felt so good that he collapsed on his back, cum still spurting from his cock. Several more large spurts gushed out, landing on his face and chest, until finally it subsided and a slow gentle trickle oozed from the tip and pooled on his sternum.

Claire used her evening to study the book and pored over many of its spells. She had several interesting ideas, after the events of the afternoon at Tim’s house. She too was rather obsessed with thoughts of Kelly. The pretty younger teen was already quite sexy, but Claire wanted to make her even more so.

After a long Thursday and Friday in school, Saturday finally arrived and all three teens were excited by the prospects the day brought. It was agreed that they’d all meet at Claire’s house, as her parents were going sailing with friends for the day. Claire had already planned a fake illness to get out of having to join them.

Tim left his house around noon, telling his parents he was going to the mall to hang with his pals. Kelly told her Mom basically the same tale. The two teens met on the way to Claire’s and walked together quickly, barely able to contain their excitement.

Before long, they got to the neighborhood where Claire lived and they rang her doorbell. Claire let them in and closed the door, giving them both a big hug. Kelly and Tim reveled in the feel of Claire’s giant tits pressing against them as she hugged them.

"God Claire! You are so sexy." Tim said as he already felt his cock getting hard. Kelly looked at Claire and smiled shyly.

"Let’s go to my room, shall we?" suggested Claire.

Once the three teens were in Claire’s room, they all began to strip with nervous excitement. Tim took off his shirt and watched as Claire pulled her top up and revealed her awesome tits. Kelly stopped undressing as she stared at Claire’s impossibly huge but incredibly gorgeous breasts. A shiver of envy ran through her, as she wondered what it would be like to have tits like that. Claire noticed that they were staring at her and she smiled and gave a little shimmy, causing her tits to wobble wildly. She continued shaking them about as she stepped out of her skirt and grasped her already stiffening cock with both hands.

Kelly quickly removed all of her clothes and stood trembling beside Claire, entranced as she watched Claire stroking her erection. Kelly was shaking with desire, she wanted to embrace Claire so badly, yet she was afraid to move. Claire looked at Kelly and moved her face closer, finally kissing the younger girl softly on the lips. That seemed to break the hold on Kelly, and she hugged Claire tightly to her, feeling her small tits pressing against Claire’s mammoth ones. Kelly’s hand dropped down to Claire’s cock and began stroking the long pole. Both girls were now kissing deeply, tongues flashing into each other’s mouth hungrily, sliding across the smooth white teeth, probing far back towards the throat, dancing with the other tongue in a sensual frenzy.

Tim was naked too and watched the erotic scene before him. His cock was also fully erect and he was absently stroking it with his right hand. His left hand reached out and started exploring Claire’s tits, rubbing all over them, pulling her fat nipples, squeezing the flesh and cupping the massive orbs one at a time, marveling at the weight and fullness of them. He got close to the girls and kneeled before Claire. In front of his face he saw her long thick hard-on, throbbing, red, and slowly leaking her own form of pre-cum from the fat head. Tim looked at it lovingly and placed his mouth over the swollen tip. Claire let out a small gasp when she felt the heat of his mouth envelop her cock. Kelly stopped kissing her and looked down at Tim. He had his eyes closed in bliss as he slowly took more of Claire’s huge shaft in his eager mouth. Kelly groaned lustily at the sight, and felt an even more powerful wave of horniness course through her. She wanted to suck that big cock too.

"Can I have some too?" she asked coyly. Claire gently pushed down on Kelly’s shoulders, signaling that she wanted her to suck her cock too. Tim grunted something and moved slightly to make room for Kelly. She got down on her knees and began licking the underside of the long shaft. Tim was working on the head of Claire’s cock, sucking forcefully. He was drinking down a steady trickle of milk/cum that oozed from the tip, coating his mouth and throat with a delicious coating.

"Oh God, you two, that feels marvelous!" Claire cried out. She felt the beginning of an orgasm building. It would feel so good to cum all over the two of them, she thought.

Kelly and Tim switched places and now Kelly’s pretty little mouth was trying to engulf Claire’s oversized phallus. Tim licked down the long shaft, running his tongue along the ridge and exploring every thick vein, until he was at the base. He saw her red pussy lips, open and wet, eager for penetration. Tim kissed Claire’s cunt, and began probing it with his tongue.

"Yes! Oh, that feels so fucking good!" Claire said.

She grabbed Tim’s head and pulled his face tightly to her dripping pussy. As she was doing that, Kelly was beginning to get the hang of sucking cock. Other than kissing Tim’s cock briefly the day she gave him her virginity, she’d never had a cock in her mouth before. It was difficult getting the bulbous head in, but once she started, Kelly found that she loved the feel and taste of Claire’s penis. Something about sucking on it felt so right to her, so giving. Kelly relished the feeling of subservience to Claire as she knelt before the older girl and made love to her cock. The knowledge that she was causing such pleasure to Claire was almost intoxicating.

Claire was close to cumming. The sensations that Tim and Kelly were giving her were almost too much to bear. Claire would never have imagined how good it could feel to have her cock and her pussy sucked and licked at the same time. She began thrusting her hips involuntarily as the orgasm began.

"Aaah! Ohhhh…I’m cumming, I’m cumming!"

Tim redoubled his efforts upon hearing this, and Kelly started to frantically stroke the big cock as she sucked harder on the head.

The first huge blast of milk/cum caught Kelly by surprise even though she was waiting for it. Her mouth was suddenly filled to overflowing with the sweet fluid. It felt like someone had a garden hose in her mouth! The force and volume was simply too much and Kelly pulled her mouth off to swallow and breathe. The next burst of jizz sprayed all over Kelly’s face, coating her features completely. It shot out in a steady stream, not in short spurts. The stream gushed over Kelly for a full five seconds before it subsided. A split second later another flood of milk/cum sprayed out of Claire’s magical cock and shot over Kelly’s head, pooling on the floor a few feet behind the stunned teen.

As this was happening, Tim was on the receiving end of a geyser of cum from Claire’s cunt. His face was pressed tightly to her vagina, and her fluids were pulsing over his mouth and chin in great surges. Tim pulled away after a few moments and looked at the two girls. He saw Kelly just as another huge burst of fluid erupted from Claire’s cock and began drenching Kelly’s little tits and flat belly. There was cum all over the floor, Kelly, and it continued to arc several feet high and splash on the three of them as Claire’s cock jerked and spasmed wildly. Tim felt something wet hitting him in the face and looked up to see that jets of milk were spraying forcefully from Claire’s stupendous tits.

Suddenly Claire collapsed to the floor. She had passed out from the intensity of the dual orgasms that wracked her phenomenal body. She lay on her back, with milk still spraying into the air from her tits and even as she lay unconscious, another river of milk/cum streamed forth from her enormous cock, which was now lying on her belly between her tits. The jizz sprayed her face and breasts, finally subsiding to a gentle trickle that pooled in her belly button before overflowing and running down her sides to the floor. Tim and Kelly just sat and watched, mouths agape!

"Wow!" said Tim.

"Wow!" said Kelly.

They looked at each other, then at Claire. She had a blissful smile on her face. Kelly went over to her and gently shook Claire.

"Claire? Wake up. Wake up."

Claire moaned and slowly opened her eyes. Milk/cum dripped down her forehead and ran across her cheek.

"What happened?" she asked Kelly.

"You had the greatest orgasm in history and passed out is what happened!" she replied, grinning. Kelly helped Claire sit up and Tim started laughing as he saw all the fluid running down Claire’s tits and face.

"Claire, you should have seen it. It was so cool! I can’t believe how much you came."

"Sorry I blacked out. It was the most incredible feeling I’ve ever had! And look at you two. I’m a bad hostess, leaving you both in such a state." She pointed to Tim’s still erect and throbbing penis and Kelly’s very wet pussy. Kelly was so aroused that she had a finger inside her cunt, thrusting slowly back and forth, and she wasn’t even consciously aware that she was masturbating herself in front of her friends. When she noticed she started laughing, which set them all off. The three lovers collapsed upon each other, hugging, kissing, feeling each other and smiling and laughing.

Claire wanted to make Tim and Kelly cum. Kelly wanted to suckle Claire’s tits. She put her mouth to one of the big breasts and took in the huge nipple, which was still dripping milk. Claire had her mouth on the head of Tim’s cock and she stopped for a moment when she felt Kelly at her tit.

"Kelly, you should know something before you drink any milk."

"Mmmm hmmm?" Kelly moaned around the wet nipple.

"My milk causes side effects, like Tim’s cock getting bigger. I don’t know for sure, but it’ll probably do something to you too."

Kelly backed off the nipple for a moment and looked at Claire.

"I know. After you told me how it affected Tim, I thought about what it could do for these." she said, cupping her small boobs. "I want them to be big and beautiful like yours."

"I think we can manage that." replied Claire, before resuming sucking on Tim’s giant penis. She worked her head further and further down toward his full balls.

"Yeah, that feels good." moaned Tim as he fondled Claire’s milk-laden tits.

"I want to lick your pussy, Kelly." he said. Kelly smiled at him and watched as he lay down on the bed. Claire never stopped giving him head as he lay back. Kelly climbed up to Tim’s face and straddled it with her smooth, taut thighs. Her legs were so soft and silken to the touch. Tim looked up at her lightly furred cunt, which was glistening with her juices. A drop fell to his lips and he lapped it up hungrily.

"Eat my pussy, please, I’m so fuckin’ horny!" Kelly said frantically. She mashed her cunt to his face and felt his hot tongue slip inside her wide-open lips. Soon Tim was fucking her with his tongue, drinking her juices and sucking on her swollen clit.

As he was eating Kelly, Claire was busy sucking his cock. She had more than half of it down her throat now and was getting off on the feeling. Claire swallowed more, slowly, reveling in the sensation of his fat cock sliding down her throat, inch by inch, like a hot, throbbing, jizz-filled snake. At last, her lips reached the base of his cock and she nearly came just from the excitement of having that huge piece of meat fully engulfed in her throat and mouth. It was even better than the first time she deep-throated him in the library, for now she was totally relaxed without having to worry about being interrupted by librarians or patrons. Claire kept her mouth tight to the base of Tim’s cock and began fondling his tightening balls.

Kelly was nearing an orgasm as Tim probed deeper and deeper with his thrusting tongue. Her slick secretions were running copiously down his face and chin. Kelly was rocking her tight little ass back and forth upon Tim’s chest. She looked behind her and watched Claire as she kept sucking Tim’s penis. Claire opened her eyes and gazed at Kelly, who looked so pretty as she was getting her little cunt eaten. Sweat glistened on Kelly’s body and her nipples were incredible hard, like little bullets on her slightly rounded breasts. Claire wanted Kelly to pleasure her while she continued to give Tim head.

Claire swung herself around and presented her full, shapely ass to Kelly. The younger teen knew what she wanted and turned around on Tim’s face so that she was now facing Claire. Taking hold of her big cock, she gently pulled it back through Claire’s legs and started sucking on the head. From this position, Tim's mouth could work on Kelly’s clit more easily and the focus it was getting was driving her wild with passion. Claire was surprised when she felt Kelly sucking on her cock, as she was expecting the girl to eat her own dripping pussy, but it felt equally good.

Kelly was fully enjoying her first blowjob. How odd, she thought, that the first cock she ever sucked was on another girl! She was thrilled by how good it felt sliding in and out of her mouth and she desperately wanted to take it all the way down like Claire was doing to Tim. As she tried to do so, it brought on Claire’s orgasm.

Her cock suddenly started spewing thick milk/cum into Kelly’s mouth. Kelly was overwhelmed by the flood of jizz pouring from the penis. Claire was moaning loudly and thrashing about as she shot what felt like a gallon of cum into Kelly’s throat. Her orgasm seemed to trigger a chain reaction, for Tim's massive penis started ejaculating seconds later. Claire was now sucking and swallowing Tim's huge load while Kelly was drinking hers down as fast as she could, which wasn’t fast enough. Cum was running out the sides of Kelly’s mouth and dribbling down onto Tim's belly.

Kelly was rubbing her horny cunt on Tim's face as her orgasm began. His tongue was thrusting deeply into her quivering hole, drawing out waves of juice. She lost control of herself and fell over, releasing Claire’s spraying cock from her lips. Shot upon shot of cum flew forth from her cock, covering the three of them. Claire pulled back from Tim’s cock at about the same time, trying to catch her breath for a moment. His gigantic erection was still erupting volleys of cum too. Several spurts splashed Claire in the face, some flew over her head and landed on Tim’s face, others fell wetly on Kelly. In a few moments, all three were totally wet with each others enormous ejaculations and fluids. They all collapsed in a state of blissful exhaustion, entwined with each other in a tangle of limbs.

Later, they showered and went back to their homes, exhausted, but happy and well fucked.

Kelly went to bed that night hoping and praying that she’d see results from drinking Claire’s milk/cum. She wanted to have beautiful round tits like Claire. Kelly was really turned on by the older girls enormous breasts. ‘Maybe I’m becoming a lezzy.’ she thought. Kelly stared at her tiny boobs in the mirror. They were nice, she thought, but she wanted them to be fuckin’ huge like Claire’s. Claire's tits felt so good to hold and touch and suck. How would it feel to have tits that big? Oh, she hoped that soon her breasts would begin to grow.

She looked at the label on her bra. 32A it read. Hah! Like she even needed it, she thought, wryly. Kelly put her nightshirt on and went to bed, visions of Claire’s 40GG’s dancing in her over-sexed head.

For the most part, Claire was wiped out by the afternoons activities. After cleaning the mess and just relaxing she had almost no desire to do anything at all. It was nearly 6:00 and her parents would be home in another hour or two. She settled into a big sofa to watch TV.

Just then there was a knock at the front door. Were Kelly and Tim back, hoping for another round? Claire went to the door and looked through the sidelight. On the front step were two women, a thirty-something brunette and a shorter, younger girl. She opened the door to ask what they wanted.

"Hello?’ Claire asked.

"Hi Claire. My name is Anna, and this is Ronda." said the brunette.

"I’m sorry…do I know you?" Claire was very confused. Was this woman someone she knew? She didn’t think so.

"I’m Ronda, but you knew me as Ron." said the younger woman. Ronda had light brown hair and looked to be in her early twenties.

"Ron? I don’t know any…Oh my god! Mr. Clarke?"

End of part three. Stay tuned!

As usual, any comments are welcomed and can be sent to me at

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"The Book of Spells" – part 4

Disclaimer: This is intended for adults. That is all.

Please read the first 3 parts before this, the fourth part, if you haven’t already done so.

I hope you enjoy.

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After casting the spell on Mr. Clark, Claire had for the most part forgotten about him. She assumed that some changes would occur, but now that Ron/da was standing before her, Claire was stunned at the remarkable effectiveness of what she had cast.

Ronda was a petite 5’ 4", and weighed 106 pounds. She was completely female, all male pieces and parts were now gone! Claire thought to herself that Ronda was a very pretty young lady. The change had made her look much younger than Ron had been. Now she had the physical appearance of a good looking woman in her early twenties. Light brown hair cascaded softly around her pretty face, framing the delicate bone structure. It was hard to discern what her figure looked like though, for Ronda didn’t have any clothes that fit and had worn sweat-pants and a sweat-shirt that were much to large on her.

Before coming to Claire’s, Anna and Ron/da had talked at length about the final transformation and agreed that it was the only thing to do. Anna then gave Ron his last blowjob, tenderly sucking his tiny penis until it got erect and after several minutes squirted a small amount of cum in her mouth. The whole time she sucked him, he was weeping silently. After his orgasm they held hands and waited for the changes to happen. It was only a minute or so later that his body began shifting for the last time. His penis rapidly dwindled away and in its place formed a perfect vagina. His face took on an even more feminine shape, becoming quite beautiful actually, and his hair lightened some and grew longer by several inches. Looking in a mirror he was speechless, unable to comprehend that the visage in the glass was his own.

The changes continued, reshaping his waist and hips and legs, ass, hands and feet, voice, everything. After five minutes of continuous shifting, the changes were done. They looked at his/her new body carefully. He would be she from now on. Ronda's tears subsided as she was slowly realizing how attractive her new form was. Maybe somehow she could get used to this?

Anna and Ronda measured her body to see what they were dealing with. Her height was now 5’4", and her weight was 106 pounds. She measured a sexy 34D-22-36. Those wide hips gave her a saucy sway as she walked around her bedroom. It took Ronda a long time to adjust to the bouncing, wobbling tits that now hung from her chest. They felt so heavy.

‘God, do all women feel like this?’ she wondered.

It was amazing to Ronda how large her breasts had grown with each of the transformations. They had gone from a B cup to their present D size after the final change took effect. She didn’t think she liked them so big. They shook and shimmied all over the place with every step she took! Anna told her that she really needed to get a bra to support them. A bra! Shit, Ronda couldn’t imagine buying women’s clothes! Of course, Anna was being practical and soon Ronda realized that she would have to make lots of adjustments in the coming.

Ronda wanted to go to Claire and beg for her to remove the spell. They agreed that it was worth risking Claire’s anger, because how could Ron live the rest of his life as Ronda? After looking for anything that would sort of fit her new body, they left in Anna’s car and drove across town to Claire’s. On the way, Anna insisted that Ronda come clean about what she’d done to deserve this. She told Anna all about spying on Claire and Tim, although she left out the details regarding Claire’s huge cock. She didn’t think that Anna needed to know that much about the teen. For some strange reason, Ronda now felt almost protective about Claire, like they shared in some special secret that no one else should know about, which of course the did.

When Claire opened the door, Ronda almost wanted to run, but Anna held her hand tightly. After learning that it was Mr. Clark standing before her, Claire felt slightly woozy.

"Wow, I can’t believe its really you!" Claire stared at the other woman.

"I mean, I knew the spell would do something but I had no idea it would work so well."

"So well!? Are you proud of this?" yelled Ronda, gesturing at her body. She was not that scared anymore, just angry.

"Yes, as a matter of fact, I am! Did you forget what you did to deserve this? I’ll tell you right now, your goddamned lucky I don’t do worse to you!"

"Wait, wait, please. Both of you, calm down, ok?" pleaded Anna. She looked very worried that something terrible was about to happen.

"And who are you? Another pervert out for a peep? What did you come back here for anyway, Mr. Clark?" Claire said.

"Claire, this is my girlfriend Anna, and we…I came here to ask you to please change me back. I’m so, so, sorry for peeping on you. I swear it!" Ronda looked ready to cry as she said that.

"So you’re ‘his’ girlfriend? Did he tell you why I did that to him?"

Anna nodded.

"Get inside, both of you. We need to talk."

They talked for over an hour, arguing at times, yelling at others, and sometimes quietly sitting and staring at each other. It became apparent to Ronda that Claire either couldn’t or wouldn’t change her back. Claire was unwilling to forgive Ronda for spying on her. Anna couldn’t change Claire’s mind, even after tearfully pleading with the girl. It was at this impasse that Claire’s parents returned home. Anna and Ronda were introduced as her friend and her friends mother. Claire’s parents pleasantly said hello, and Claire said that Anna and Ronda were just leaving. Her parents went into the other room, leaving the three women alone.

"Claire, we need to talk about this more. Can you come to my house after school on Monday?" asked Ronda. She looked like she was on the verge of tears.

"Fine! Although I honestly don’t think it will do you any good."

"Thank you, thank you. Really, I’m so, so, sorry. I’ll make it up to you somehow if you just give me the chance."

Ronda and Anna said goodbye and left, leaving Claire a bit bewildered about what to do.

Sunday morning dawned brightly with the look of a spectacular spring gem of a day. The sun was pouring in to Kelly’s bedroom through the open curtains and warming her tender skin. It felt so nice, she thought, to wake this way. The warm rays of sunshine made her feel so good and content. She was lying on her back and the warmth was radiating across her chest, making her tits feel tingly and hot. Kelly felt a little itch on her left tit and went to scratch it. Her hand unexpectedly collided with a big warm mass.

"What the…?"

Her hand brushed across the surface of her breasts…big breasts! Kelly sat upright in her bed in surprise. The movement caused a strange, yet pleasant undulation to quake across her bosom. Her tits had grown huge overnight, and they filled her previously oversized nightshirt! The white shirt was bulging, as her breasts were straining against the now very tight cotton fabric. Kelly’s eyes grew large in shock as she took in the amazing sight of her now enormous tits filling her shirt. The fabric was stretched so much that it became nearly transparent across the mass of flesh pushing forth. Her once small nipples were now protruding forcefully, poking out like twin bullets. Kelly couldn’t believe it! Her hands went to them, feeling the surface of each heavy, full breast. She traced the outlines of her nipples gently with her fingertips, watching in astonishment as they grew longer and harder. They were now extending a full inch from her areolas and were as fat as her thumb. An electric wave of pleasure rippled through her as she tweaked the nipples, causing her to fall back onto the pillow, moaning. Her tits wobbled and swayed on her chest for several long moments. Kelly marveled at how heavy they felt now.

‘Wow, this is fuckin’ unbelievable! Claire’s milk really worked!’ thought Kelly.

She got out of bed and carefully opened her bedroom door, checking for her parents. The hallway was empty and she heard noises coming from the kitchen downstairs. Kelly dashed for the bathroom and once inside locked the door. She stared in awe at her reflection in the full length mirror.

To her surprise, she saw that it wasn’t only her tits that had benefited from Claire’s magical milk. Her figure looked more voluptuous in every regard. Kelly’s once boyish hips now flared gracefully in a sexy, womanly way. They must have widened by several inches, she thought. Her ass was also fuller and rounder. Kelly’s thighs were fuller too, more shapely and sexy. Her hair was a bit thicker and longer and even her face had a more mature and sophisticated appearance. Overall, Kelly looked like she was twenty years old, and a real knock-out!

Kelly was floored. How could she explain this to her mom and dad? They’d be in complete shock at the change in their little girl. Yesterday she looked like an innocent fifteen year old kid and now she looked like a sex-bomb porno queen! Kelly quietly ran back to her room. Digging in her nightstand she fished out the tape measure she used to measure her development with each week. For months, there’d been almost no changes, and suddenly in one night she’d virtually exploded into the sexy woman she’d hoped to become.

Measuring her tits first, she found that they now stretched the tape to 36 inches. Her waist had gone down an inch from 20 to 19 inches, not much change there. But her hips had grown wildly! They used to measure 30 inches, but now they’d increased to 34. Kelly had heard of an hourglass figure and now she really had one!

She tried to put some clothes on, but nothing really fit her well. Kelly saw her bra on the chair and smiled. That thing was history! She guessed that it would take at least a D-cup to encase her breasts now. Kelly had to talk to Claire about this, see if she could borrow some of Claire’s clothes till she got new stuff that fit her incredible new body. And Tim! Wait till Tim got a look at her. She couldn’t wait to have sex with this new body of hers!

Kelly at last put on some stretch leotards and a spandex top. The clothes used to be for her dance lessons, but now wearing them, she looked like a hooker. The stretchy material was pushed to the limit trying to encase her curvy form and it left nothing to the imagination. Her ass and pussy were sheathed in the black fabric so tightly that every detail of her pussy was visible through it. If she looked closely, she could even discern her clit poking out a bit. Her clit had also grown due to Claire's milk/cum and now it was half an inch in length and even more sensitive than ever. Kelly couldn’t believe how insanely sexy she looked in that outfit.

The top was barely covering her breasts, it had a scoop neck and in the past had only shown the flat hard surface of her upper chest. Now, her tits were spilling out of the scoop neck, pushed together by the fabric till they bulged upwards in a prominent display of creamy soft flesh. Her nipples were obvious even through the black material, the mounds of her areola showing clearly and the long erect nipples themselves thrusting out proudly.

Kelly put on a big flannel shirt over the outfit and was relieved to see that the big shirt covered all of her ass too. After putting on sneakers she opened a window and quietly sneaked out onto the roof. Crossing carefully to the maple tree she climbed into the branches and down to the ground. She tried running across the yard and had to adjust to the new gait of her body as her widened hips and larger breasts made every movement feel awkward and new. Soon she was jogging carefully towards Claire's house, hoping that no one would see her.

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Tim woke up in a sweat. Feeling strangely, he made his way shakily to the bathroom. He had a feeling that his condition was due to consuming more of Claire’s milk/cum. It was with some trepidation that he began examining his body for changes. He pulled his shorts down to see if his cock had grown again. He wasn’t sure, but it looked a bit bigger than yesterday. The only way to be certain was to get it hard and measure it. He had measured fourteen inches yesterday at full erection. Quietly going back to his room, he wondered if Kelly had been affected too.

Once in his room he locked the door and got out his fathers tape measure. From under his mattress Tim pulled out a well worn copy of ‘Bazooms’, his favorite big-tit magazine. Flipping to the ‘Mary Mountains’ layout, he felt the familiar electric stirrings in his groin. He read the models measurements again. 42D-23-34. Just those numbers were exciting to him, causing his hardening penis to swell faster. His eyes pored over the woman’s figure, lustily gazing at her magnificent tits and full ass. The picture of her on her hands and knees with her ass facing the camera and her pussy lips showing, with her huge breasts hanging down nearly to the floor as she smiled sexily at the viewer, was his favorite.

Now his cock was totally hard and throbbing. One hand slid up and down the entire length. ‘Yup’ thought Tim, ‘it’s definitely grown some more!’ Forcing himself to stop stroking it for a moment, he took the tape measure and pulled out the retractable metal tape. Holding it against his cock, he put the beginning of the tape at the base of his cock and pulled the housing back up toward the head of his erection. Past ten inches…then past fourteen…still going…past fifteen…almost at the tip…past sixteen, a little more…there! The tape read 16 and ¾ inches!

Tim was in complete and utter amazement! Nearly seventeen inches of cock were thrusting up in the air. Not only had it gotten longer, it was also fatter. His cock was now thicker than his wrist and his fingers didn’t meet when he gripped it. Tim checked his balls and found that they’d also become larger and heavier. Cupping his nuts, they felt like two cue balls inside his scrotum. His cock was nearly poking him in the face, it was so long. The sensations he was getting from it were incredibly intense and he knew that it would only be a matter of seconds before he had a massive orgasm.

Bending his face just slightly, he brushed his lips across the sensitive head and licked the pool of pre-cum that was forming at the pee-hole. Opening his mouth, he sucked in the first seven inches in one slow movement, working the mammoth cock-meat down his throat. Pumping hard with both hands wrapped tightly around the newly thickened shaft, he felt the first jets of cum spray into his mouth. ‘God I love this’, he thought, as streams of thick hot jizz filled his gulping mouth.

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The doorbell rang and Mr. Moore peered over the top of his newspaper. ‘Who the hell could that be? It’s only eight-o-bloody-clock in the morning!’ he thought. Getting up from the sofa, he went to the door and opened it.

Edward Moore was forty-four years old. In all his life, he’d never seen a woman as marvelously sexy as the one he was staring at now. For several long moments he simply stared, unable to say anything. This vision before him had him mesmerized with her stunning erotic beauty. Mr. Moore looked at her face, her tits, her legs, everything was perfect. At last he regained some composure.

"Good morning. May I, um, help you?" he said.

"Hi Mr. Moore. I’m here to see Claire, is she here?"

"Yes of course, but it’s quite early to be visiting, wouldn’t you say?" Mr. Moore was having a terrible time trying to speak to her face. His eyes were constantly wandering to her magnificent body. ‘Those tits! Goddamn, I haven’t seen tits like that in years,’ he thought.

"Dear, who’s there?" inquired Mrs. Moore, from the kitchen.

"It’s a friend of Claire's."

"Please, Mr. Moore, I have to talk to her. I’m having, um, you know, ‘girl problems’." Kelly said, figuring that ‘girl problems’ would fluster him a bit and get her in. She was right.

"Oh, oh dear! Yes, well, please come in, Miss…?"

"Pierce, Kelly Pierce. Thank you." Kelly walked past Mr. Moore, into the foyer. Mrs. Moore came out from the kitchen to see who was visiting her daughter. She saw her husband ogling the young woman, and caught his eye. He became embarrassed and began blushing fiercely.

"Excuse me, please, I need to check the, ah, coffee pot for a moment." he said as he rushed off. Mrs. Moore appraised Kelly, feeling a bit envious and shocked at the same time. ‘Why she looks like a hussy!’ thought Mrs. Moore. But apparently this girl was a friend of Claire’s and a friend was a friend, no matter her appearance.

"Just a moment, dear, while I get Claire for you." She went upstairs to see if Claire was even awake yet. How that teen liked to sleep!

Kelly stood waiting in the foyer not knowing what to do with herself. Just then, she saw Mr. Moore peering around the corner from the kitchen. He was gawking at her. Kelly smiled. ‘Seems like men like the way I look,’ she thought. He realized she had caught him peeking, and he bashfully came around the corner, stammering.

"Uh, may I, uh, can I, would you like something to drink?"

"No thank you, I’m fine." Kelly replied, with a smile. Mrs. Moore came back down the stairs and told Kelly that Claire was in her room and she could go on up if she liked. Kelly thanked her and quickly went upstairs to see Claire. Mrs. Moore walked past her husband, punching him in the arm as she went.

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Anna and Ronda woke up late. They’d been up very late the night before discussing their meeting with Claire. It was Anna who woke up first and she looked next to her at Ronda’s sleeping form. Anna still couldn’t really believe that this was happening. Ronda was a woman, a complete and total woman!

Ronda was asleep, nude and lying on her back with her arms over her head and her legs spread slightly. Anna admired her body. It was damned sexy! Ronda’s firm tits were almost defying gravity, it seemed, as they stood so full and high on her chest. Ronda’s tiny waist and flaring hips were very sensuous looking and Anna felt herself getting wet. ‘God, I can’t believe how attracted I am to her,’ thought Anna, ‘I’ve wanted to try women for a long time, but never thought I’d have the nerve. I love what’s happened to Ron. Oh god, that’s so bad, but it’s true!’

Bending over to Ronda, Anna put her mouth on one of Ronda’s nipples, gently sucking the tender flesh into her eager mouth. It felt so good in her mouth as Anna felt the nipple lengthening from the stimulation. Anna’s pussy was getting wetter now as she began stroking Ronda’s skin, feeling her smooth belly and gliding across and down to the mound of hair that covered Ronda’s virgin cunt.

"That feels real nice, Anna." said Ronda.

"Oh, you’re awake. Good morning,’ Anna looked into Ronda’s eyes with a big smile on her face. ‘I figured this would get you up."

"Don’t say ‘up’!" Ronda said, looking pained. She knew that ‘getting up’ would not mean quite the same thing anymore.

"I’m sorry, hon. Let me make it up to you." Anna kissed Ronda on the mouth and they frenched for a while before Anna pushed Ronda back against the pillow and went down her body, trailing her tongue as she went. Soon she was at Ronda’s pussy, which was wet and smelled of arousal. Anna’s tongue flicked out and tasted another woman for the first time in her life. The eroticism of the moment swept her away and she pushed her face tightly into Ronda's dripping pussy. The taste and the smell were driving Anna crazy with desire. She wanted to fuck her lover with her tongue until Ronda came all over her face.

Ronda was experiencing the most amazing sensation she’d ever felt. Her cunt was so much more sensitive than her cock had been when she was a man. It was incredible, how every movement of Anna’s tongue and lips were causing such powerfully good feelings. Ronda felt the strangest build-up of erotic tension she’d ever felt. She knew that it must be the beginnings of an orgasm, but it was so different from what she felt as a man. Her entire body was buzzing with the sensation, not like when as a man, her cock was really the only thing that felt like that.

"Yes, yes, ohhhhh fuck yes! Anna, I’m gonna cum, it feels so fuckin’ good, baby."

Anna was plunging her tongue deep into Ronda's now wide open cunt. Ronda was writhing in ecstasy as suddenly, waves of intense pleasure coursed through her orgasming body. Juices started splashing out from her spasming cunt, soaking Anna’s face.

"Ahhhh, aaaaahhhhhh!! Yesssss, oh fuck yessss!!" screamed Ronda. Her hips were humping up and down, bouncing her taut ass off the bed. Anna pulled back and inserted two fingers into Ronda’s cunt and with her other hand, two fingers into her own pussy. Both women had dripping wet cunts and as Anna finger fucked them, they both came in loud, screaming, thrashing orgasms. They lay panting and moaning together and after a while, Anna held Ronda and kissed her tenderly.

"Ronda, I love you, you know that?" She held Ronda's face with both hands and kissed her all over her face.

"I know, Anna. I love you too. Thanks for being here for me. With you, this change doesn’t seem so scary or bad as it did when I was alone. In fact, I think I’m actually beginning to like it, a little."

Claire smiled when she saw Kelly. The results of her milk and the little spell she’d cast on Kelly were even better than expected. Kelly was surprised to hear that Claire had cast a spell without telling Kelly about it, but given the results, she wasn’t really too angry. In fact, now that she’d been getting used to this new figure, there was no way she’d go back to being skinny and flat again.

Kelly asked Claire about the spell and what it did. Claire explained that all she did was make her milk affect Kelly in the way that it had. If Kelly drank more, she’d become even more busty and voluptuous. That intrigued Kelly! The thought of growing even bustier was thrilling, but how could she explain the changes to her family and friends? Claire and Kelly were trying to figure out an answer to that problem when the phone rang.

"Claire?’ yelled Mr. Moore from downstairs, ‘it’s that boy, Tim, again!"

"Thank you, father." she yelled back, as she picked up the extension in her room. Kelly felt a pang of jealousy strike her as she thought of Tim, but she really tried to be cool with the idea of he and Claire. After all, it was like the three of them were all going with each other now.

Mr. Moore could understand that boys would call on his little Claire, but did it have to be so early? He thought that Tim must have quite a thing for Claire. If only he knew how big a thing!

"Hello, Tim. What’s up?" asked Claire happily.

"Exactly! That’s why I’m calling! ‘It’s’ up, even more than before." replied Tim, with a laugh.

"Wow! Really? You mean it’s grown again?"

"Yeah."

"Mmmmm,’ she moaned, licking her pretty lips, ‘how much?" She looked at Kelly and they smiled at each other. Kelly was thrilled, hearing them talk about ‘it’ growing again. She knew ‘it’ could only be one thing!

"Almost three inches, Claire. It’s fucking huge!" said Tim, proudly. As he spoke to her, he had one hand stroking his semi-hard cock which was still dribbling a little cum from the tip. Every now and then, Tim would scoop the cum up with his fingers and lick them clean.

"Wow! Three inches? Tim, we should get together today. I think you should see Kelly." Claire said. Kelly looked at her and nodded vigorously. She really wanted to see how much bigger Tim’s cock had gotten and she wanted to see his reaction to her amazing new figure.

"Huh? What happened to Kelly? Is she ok?" Tim sounded worried.

"Relax, she’s fine. In fact, she’s way more than fine, Tim.’ Claire giggled. ‘Can you come over today?"

"When?"

"As soon as you can."

"I’m on my way!" Tim hung up the phone and looked around his room, trying to find something decent to wear.

"What about your mom and dad?" asked Kelly.

"Hmm? Good question. I have to send them out somewhere."

"Huh?" Kelly asked.

"Oh, I just did this the other day. I cast a spell on them making them do what I suggest, as long as it doesn’t cause them any harm or anything. I can suggest that they go shopping all day. There, that’s just the thing." Claire went to the top of the stairs and yelled down.

"Mother, father?"

"Yes, dear?" they replied in unison.

"I think it would be lovely if you two went shopping today and didn’t come home till dinner, don’t you?"

Claire's parents agreed, and within a half-hour, they were gone. Kelly was impressed. Boy, if only she could do that to her mom and dad!

Tim told his parents he was going for a ride on his bike, and before they could reply, he was riding out of the garage and racing up the street. Tim's mom and dad looked at each other and shrugged. Teenage boys were so hard to understand, they thought.

Soon Tim got to Claire’s house and ran up to the front door excitedly. He rang the bell and waited, impatiently. He wasn’t exactly sure what had happened to Kelly, but he figured that it probably had something to do with big tits!

"Come in, Tim." Claire called down from her open window. Tim looked up and saw her beautiful face smiling at him. Then she let out a little yelp of surprise and disappeared into the bedroom. Tim opened the door and walked in. As he made his way upstairs, he heard squeals and laughs from two young female voices.

Tim stopped in the doorway to Claire's room. Inside on the bed, Claire was on top of another girl, who from what Tim could see of her, was nearly as spectacular looking as Claire. The girl under Claire looked familiar, and all of a sudden Tim realized that she was Kelly!

"Holy shit! Kelly? How the fuck? You look…holy shit!" Tim said in shock.

Kelly looked up at him and grinned, "You like the new me?" Claire briefly looked back at Tim, then buried her face between Kelly’s thighs and licked her pussy. Kelly moaned and dropped her head back down on the bed, cupping her huge tits with two hands. Tim saw Claire's ass up in the air and between her legs her damp cunt, and below that, hanging from it’s weight, was her long fat cock, which was nearly fully erect.

Tim stripped quickly and got on the bed with the girls. His massive organ was already hard from watching Kelly and Claire. Tim reached over to Claire's cock and wrapped his hand around it, stroking the long hot shaft. Kelly was moaning as Claire's tongue flicked back and forth across her clitoris. Tim moved up to Kelly, still stroking Claire as he did, and stared at her magnificent new figure.

Her tits were nearly as large as Claire’s and he had to taste her big nipples. He leaned down and took one in his mouth. It was hard as a thumb and tasted good. Kelly opened her pretty green eyes and looked passionately at Tim. She kissed him hard, thrusting her tongue deep in his mouth. He eagerly sucked her tongue, reveling in the sensation of it filling his mouth. Claire stopped licking Kelly’s cunt and moved up to one of Kelly’s tits and began sucking as much of it as she could get in her mouth.

"Oh Claire, that feels nice. I love my new big tits, thank you so much."

"Muh hemmhumm." mumbled Claire around a mouth full of tit.

"Claire, I want to fuck you, put that fat cock of yours inside me!" Kelly moaned sexily.

"Yeah, I want to see that!" said Tim, excitedly.

Claire got on her knees between Kelly’s legs and gripped her cock with both hands. She began rubbing the fat head against Kelly’s wet pussy lips, getting it slick with her juices. Kelly moaned at the feeling of the spongy soft yet somehow solid and hard cock head sliding across her cunt. She looked at Claire and felt so turned on by what she saw. Claire was focused on Kelly’s cunt and her cock was hard and reddish. Little rivulets of milk were already trailing down Claire's fabulous breasts and Kelly licked her lips as she thought of drinking it. Tim had stopped to watch and was slowly jerking his cock off as he watched enthralled as Claire slowly began easing her huge penis into Kelly’s tight cunt. Inch after inch sunk in until finally Claire and Kelly were grinding their pubic mounds together in an erotic frenzy. Milk was flowing freely now as Claire's excitement mounted and Kelly was bucking her hips to shove that cock harder into her.

Kelly turned her head towards Tim and opened her mouth. He got the idea and moved closer for her. She hungrily mouthed his cock and worked her face further and further down to the base, swallowing inch after hard inch of his veiny shaft. She adored the way it felt and tasted, as she tongued and caressed all the bumps and ridges along the underside. A steady trickle of pre-cum was flowing from the tip, and Kelly found this taste to be wonderful. Soon Kelly had as much as she could take wedged deeply down her throat but there were still a good eight inches of cock to go. She knew that there was no way she could manage to get the rest in, so she used her hands to massage and stroke the remaining length.

Tim was loving the way Kelly looked with a mouthful of cock as she stroked the other half that was out of her mouth. He looked down at Claire's cock as it moved in and out of Kelly. Claire was breathing heavily as she got closer to orgasm. Kelly felt Claire's cock get even harder, which didn’t seem possible. It felt like it was swelling within her pussy, spreading her vaginal walls further apart as more and more blood flowed into the long erection.

Kelly reached for Claire's nipples and began pulling on them, causing streams of milk to shoot out all over Kelly’s own chest and belly. Tim leaned over and took one of Claire's nipples in his mouth and sucked. Hot sweet milk filled his mouth and he eagerly drank it down. The combined actions of Tim and Kelly were too much for Claire and she started cumming.

"Ahhh…ohhhh…ahhhhhh…I’m cumminnnnnnng!!" Claire pulled her cock out of Kelly’s pussy just as the first blast of milk/cum shot out. It flew over Kelly’s head and splattered audibly against the headboard. Claire was frantically stroking her massive penis and Tim quickly put his index finger inside her cunt, feeling it spasm and clamp tightly around it as another stream of cum erupted from her cock. This shot arced from Claire's cock to Kelly’s face in one long continuous rope of whiteness, landing on the girls face and drenching her features. She kept sucking Tim's cock even as the cum ran down her face and onto his shaft.

Tim's finger in her cunt caused Claire to cum even more forcefully and milk began spraying wildly from her nipples, squirting several feet across the bodies of Tim and Kelly. Tim felt his orgasm building and he pulled his cock out from Kelly’s mouth. She was reluctant to release it, but at the same time she wanted to drink as much of Claire's milk as she possibly could. She briefly wondered if she was becoming addicted to the magical fluid. Kelly sat up and latched onto a nipple, feeling the wetness flood her mouth. Tim put one hand on Claire's cock and the other on his and stroked them in unison. Claire's penis spewed another giant load of cum, this time shooting nearly straight up and raining down upon all three of them. Tim gasped at the sight, and his own orgasm began.

Thick ropy streams of semen flew forth from his twitching tool, coating Claire's belly and splashing her thighs and running down to her cunt. More cum poured out, covering Kelly in slippery white pools and rivulets.

"Ohhhh fuuuck!" Tim shouted in ecstasy, as still more jizz shot out. Claire had finally finished cumming, and she took hold of Tim's cock and stroked it wildly, aiming it at her face. A big stream of cum poured from the tip and sprayed her eyes, cheeks, and mouth. Kelly wanted to participate so she quickly put her face under Tim's balls and sucked one of his huge nuts into her hot mouth. This caused another groan of pleasure to come from Tim and another huge spray of fluid shot out onto Claire's beautiful face. She was absolutely dripping wet with cum, but she loved it and began licking at the head of his cock, which at last had stopped erupting.

Tim collapsed across Kelly’s body and Claire lay on his back. The three of them relaxed and recovered. Only, Kelly was still extremely horny for she hadn’t cum yet. She couldn’t help herself and started fingering her pussy. Claire and Tim became aware of what she was doing and they moved down to watch. Kelly had started with one finger, but after a minute worked two more into her wet cunt.

"Wow, Kelly, that’s so cool. I love watching you masturbate." Tim said. He watched as she worked a fourth finger inside and he gently stroked her soft thighs. Claire was massaging Kelly's breasts and kissing her tenderly on the lips.

"Come for us, Kelly." whispered Claire.

"Yes, this feels so good. Keep rubbing my tits. I love this!" Kelly was getting very close now, as her fingers slid in and out of her pussy. Tim bent down and began tonguing her clit softly. Kelly's fingers were making loud squishing sounds as they penetrated her tight cunt.

Kelly began cumming and her body writhed on the bed as her orgasm wracked her young body. She was moaning loudly and bucking her hips wildly. Her pussy started squirting a thin fluid out and it splashed wetly on Tim's face. He was surprised and at first thought it was piss, but quickly realized that she was having a female ejaculation. This excited him greatly and he buried his face between her thighs and lapped hungrily at her cunt. Claire was tweaking Kelly's nipples and twisting them slightly, causing great pleasure to Kelly as she continued to ride the wave of her powerful orgasm. At last her orgasm subsided, and Kelly lay on the bed panting and sweaty. The three lovers were a mess with each others various body fluids dripping and sticking to them.

"Let’s take a shower together and clean up, shall we?", suggested Claire. She got off the bed and walked to the door. Kelly and Tim watched the beautiful girl as she moved. Her long hair falling across her back nearly touching her sexy, full ass, her huge tits shaking gently as she walked, and her phenomenal penis, now hanging limply but still long and dripping drops of milk/cum along the way. Tim and Kelly quickly followed her to the bathroom

Later, after they had all showered and gotten dressed, they sat around in Claire's room listening to some CD’s. Claire was telling them about her visit from Ron, now Ronda, and his girlfriend. Tim and Kelly were amazed at the description Claire gave them of how Ron had changed. Both of them agreed with Claire that Ron got what he deserved and he should suffer the consequences. Claire had been thinking a lot lately about Ronda and was beginning to think that maybe she’d been too harsh. Tim disagreed.

"No way were you too harsh on him! He was spying on you, on us! Who knows what he’d have said or done to get us in trouble. I hate the fucker and I hope he’s sorry for the rest of his life.", said Tim.

"Or the rest of her life.", giggled Kelly.

"I don’t know, guys. He…I mean she seemed really and truly sorry. Maybe I went too far is all I’m saying.", Claire said sadly. She paced around the room, thinking. Kelly and Tim sat on the bed quietly, lost in thought. At last Claire said, "I have to call her." Tim and Kelly looked at each other with puzzled expressions.

Ronda’s phone rang and she ran down the hall to answer it. It struck her just how odd it felt, the strange weight shifting on her chest, the different feel of her gait, the sashaying of her wide hips and fleshy ass. It felt odd, but not bad.

"Hello?" She still couldn’t believe it was her voice when she spoke. She was so used to the deep manly tone of her old voice.

"It’s Claire. I wanted to see if you could come by for a visit, we need to talk. Rather, I really want to talk to you."

Ronda was surprised by this, for Claire sounded penitent. Ronda agreed to come over and asked if Anna could join her. Claire said of course. Anna and Ronda left for Claire's house, wondering what Claire wanted to talk about. Ronda wasn’t sure if she wanted Claire to change her back now. She was starting to get used to her new form and in some ways really liked it. The sex with Anna was far better than it had been as a man. Plus, Ronda was falling in love with her own looks. She enjoyed her sexy figure and her tits were so nice and sexy. Besides, she’d discovered how great it felt to have her pussy eaten, and masturbating was also much more intense. All in all, Ronda was very confused about what she wanted.

Anna was afraid that Claire was going to turn Ronda back into Ron. Anna was more in love with Ronda than she had been with Ron, and she liked the sex much better too. Ronda was more loving and caring than Ron had ever been and Anna enjoyed not only having a lover, but also a friend. She knew that Ron was never really interested in friendship with Anna, only sex and the false comfort of a physical relationship. This was so much better. Could she convince Claire not to change anything?

Claire was waiting for them to arrive and when she saw the car pull into the driveway she went downstairs to let Ronda and Anna in. Ronda and Anna both looked a little worried and nervous as they entered the house, but Claire tried her best to assure them, particularly Ronda, that she meant no harm.

Claire was a bit surprised at how well adjusted Ronda seemed to be. Ronda was dressed very nicely, wearing a pretty sun-dress that showed her lithe form off quite well. The subtle lines of a bra were apparent underneath the dress and Claire looked down at Ronda's feet to see a nice pair of leather sandals. All in all, Ronda looked extremely comfortable with her appearance and clothes.

Anna was dressed similarly, except she was surprisingly bra-less. Claire looked at the older woman and made a mental note about her small breasts. Anna rarely wore a bra, because it seemed unnecessary for her 34A breasts. She had always been on the tall side and thin. Anna was 38 years old and pretty. Her 5’ 7", 120 pound frame was pleasantly athletic and coupled with her 34-24-37 measurements, she still turned men’s heads on the street. Ever since her tits had stopped growing as a teen, she’d wished they were bigger. Several times in the ensuing years she’d come close to having breast augmentation surgery, but had always chickened out. Since her transformation, Anna had been both jealous of and enthralled by Ronda's big tits. She hated the thought of losing Ronda and her beautiful breasts.

Claire and the two women stood in uncomfortable silence in the foyer. Claire asked if she could get them anything to drink.

"No, thanks, Claire. What I’d really like to know is why you asked me here." Ronda said.

"Yes, I know, I’m sorry. I guess I really wanted you to know that I’ve been thinking a lot about you, and while I’m still like really, really pissed at what you did, part of me feels sorry for what I did to you. I think maybe we’re even?" Claire said in a big rush of words.

"So what are you going to do?" interjected Anna, looking a little worried.

"Do? I don’t know. I don’t know what I should do. Shit, I don’t know if there’s anything I can do!" sobbed Claire. She was obviously upset by the situation, and suddenly Ronda felt sympathy for the beautiful young woman. Anna was slightly relieved by Claire's admission that she might not be able to change Ronda back.

At the top of the stairs, Kelly and Tim were listening to the conversation, and Tim took Kelly by the hand and started down the stairs. Kelly tried to pull back.

"Kelly, c’mon. Claire needs us right now." He took her hand again and she smiled at him and followed.

"Claire, you ok?" Tim asked when they got down to the foyer. Claire looked at him with red eyes and nodded. Ronda and Anna looked at Tim and gave wan smiles. Anna couldn’t take her eyes off of the incredible young girl with Tim. Not only did she have a stunning face, her figure was sensational. What was with her lately anyway, she wondered? She was consumed recently by sexual feelings for other women. This, however was very different and a bit disturbing. The beautiful young woman she was lusting for now looked like she was nineteen or twenty, at most.

‘I can’t help how I feel, I am so turned on by her.’ thought Anna. ‘And by Ronda, too. God, am I a lesbian?’ she wondered, not for the first time in recent days.

"Ronda, you know Tim. This is his…ah, this is our friend, Kelly. Kelly, this is Ronda and Anna." Claire introduced them. They all said hello and hi and Claire suggested they go sit in the living room to talk.

Claire and Tim and Kelly sat on one long white leather sofa and Ronda and Anna sat in the other. Tim was stunned at the transformation of his former teacher. He, now she, looked really sexy and despite the oddness of it, Tim felt aroused by her. Even Ronda's girlfriend was pretty good looking for an older lady, he thought. Inside Tim's baggy sweatpants, his penis began to fill with blood and slowly lengthened. He squirmed a little, trying to conceal it and willing it to subside, to no avail.

"Claire’, said Ronda, ‘I want you to know that I’m terribly, terribly sorry about peeping on you and Tim. It’s not an excuse, but I was infatuated by you, and I deeply regret what I did. I promise I’ll never do that type of thing again."

Claire looked at her and tried to smile. Part of her felt anger for Ronda and part of her felt sorry. Kelly was staring at Ronda, finding it hard to believe that this attractive woman used to be a man. Anna and Tim looked nervously at each other and Anna's gaze instinctively went to his crotch. Her eyes grew wide when she saw the now obvious and very large bulge running down the leg of his pants. It went down to his knee! He saw where she was looking and gave her a nervous smile as he blushed deeply. She smiled back at him, but with a hungry look in her eye.

‘Now I know I’m not gay!’ she thought lustily. That boy across from her was packing the absolute biggest piece of cock meat she’d ever seen! In her college days, Anna had dated several very well hung men, but nothing even remotely as huge as the snake she could she bulging in Tim's pant leg.

Claire and Ronda were oblivious to the scene going on with Tim and Anna. Kelly had just noticed a moment earlier, when by chance she put her hand on Tim's knee and in the process, bumped into his swelling cock. When she felt the bump, she looked down and nearly gasped as she saw the long lump under his pants. Kelly surreptitiously began running her slender fingers along the length of it, smiling slyly at Tim when he looked at her. Anna watched as Kelly rubbed it, and she felt a pang of jealousy mix with her growing arousal. She wanted to not only see that monster cock, but suck it, fuck it, hold it and make wild love to it!

Claire got up to talk to Ronda and sat on the edge of the couch next to her.

"Ronda, if you want, I’ll do my best to change you back. I honestly don’t know if I can, though." Ronda was having a hard time concentrating on Claire's words.

Even though she was now a woman too, she was still very aroused by Claire, and those giant tits were hovering just inches from her eyes as Claire sat unaware on the arm of the sofa. Ronda was trying not to stare at the large, soft mounds on Claire's chest, but without much success. Claire hadn’t bothered with a bra when she dressed after the shower and had thrown on a vee-neck shirt that displayed ample amounts of smooth tit flesh. Her huge nipples were straining against the fabric, causing Ronda to stare at those too.

"Ah, Claire, you know, the thing is, that after thinking about this a lot, and…uh, living like this,’ Ronda indicated her body, ‘I want to stay this way…’ she finished in almost a whisper.

"What?!" said Claire and Anna at the same time, in surprise. Anna was overjoyed to hear that and Claire was simply shocked. Claire assumed that Ronda would be adamant about being changed back to a male. Tim and Kelly looked up in surprise too. Kelly still had her hand on Tim's now fully erect penis though.

"Yes, it’s what I want. These last few days have changed me." Ronda said, suddenly realizing the pun she’d unintentionally made. That seemed to break the tension and all five of them started laughing.

Tim relaxed, and put his arm around Kelly, suddenly not caring if the others saw his bulge. After all the crazy things they’d all seen and been through, he felt strangely comfortable with them all and didn’t care whether they saw his big prick.

Anna jumped up and hugged Claire quite unexpectedly.

"Thank you, Claire, you have made me so happy, even though it wasn’t your intention."

Claire was surprised to say the least, but she hugged Anna back, and was even more surprised when Ronda got up and joined the hug.

"I…I don’t know what to say." Claire stammered as tears rolled down her cheeks. Anna wiped at the tears with her fingers and Ronda held Claire. Tim and Kelly watched from the sofa, as Kelly worked Tim's cock free from the waistband of his sweatpants. She wanted and needed to get her hands on his cock.

Anna was touching Claire's face tenderly as Ronda held the crying teen, comforting her. Claire looked at Anna and felt a sudden affection for her, which quickly began to become arousal. Claire felt her cock stir under her short skirt. It began rising and soon was pressing against Ronda's abdomen. Ronda pulled back when she felt the heat from Claire's cock pressing into her and smiled.

"Claire, I never told Anna about your special thing." she whispered in Claire's ear.

"Really?"

"Yes, really."

"Well, I think it’s time she learned, don’t you agree?" Claire said, smiling.

"Learned what?" asked Anna, distractedly. She heard Claire say that, but was staring at Kelly and Tim on the other sofa. My God, he was huge! Kelly had his penis out and was slowly fisting it with two hands. Drops of pre-cum were forming at the tip, which Kelly eagerly lapped up as they appeared. Kelly's small hands weren’t able to reach all the way around his girth and the head of his cock was as large as a tennis ball.

Claire and Ronda looked at Anna when they heard the monotone of her voice. She seemed to be hypnotized by Tim's penis. Anna's pussy was getting very wet as she watched the pair on the sofa. Ronda was startled at the massive size of Tim's erection. It looked nearly twice the size it had the day she spied on them.

"Anna, if you can pull your eyes away from Tim for a moment, Claire would like to share something special with you." said Ronda. Anna looked away, although it was not easy and looked at Ronda and Claire, who were both standing together facing Anna.

"Ok, what is it?"

"Well, Anna…Tim isn’t the only one here with a, with a…a…" Claire was nervous and blushing madly as she spoke to Anna, unable to pull her eyes from her shoes. Ronda helped her.

Ronda knelt down to Claire's side and with both hands, pulled up the skirt, suddenly revealing the girl’s throbbing erection. Anna gasped, and let out a deep, horny moan. She’d never imagined anything so fucking amazingly, perfectly erotic as the busty young woman with the huge cock! It encompassed all of Anna's desires and fantasies in one beautiful, sexual creature.

"How…is that…are you, is it, wow!" Anna was speechless. It was as if a door had suddenly opened to an area of Anna's being that she never knew existed, but realized that she somehow loved what she’d discovered. Anna was stunned, but incredibly aroused by what she was seeing. Claire finally looked up at Anna and saw the blazing heat in the older woman’s eyes. Claire smiled and took a step forward, grasping her organ and slowly waving it from side to side.

"You like?", she asked. "It’s real, Anna, all mine. I used magic to give me this, sort of like what I did to get these," she indicated her enormous tits, "and what I did to Ronda."

Ronda had moved to the couch with Tim and Kelly, who was now unabashedly slurping at Tim's cock. Kelly was barely able to get the massive head in her mouth, but her enthusiasm and her hands working the shaft were making up for the amount she could handle orally. Tim was a bit startled at first to see Ronda sitting next to him, but at this point he didn’t really care who was sitting there. Ronda was amazed at herself, too. She couldn’t explain it, but she was getting very turned on by Tim's cock. Was this part of her transformation? Had she also developed all of the desires and emotions of a woman? She suddenly realized that, yes, indeed, she had. Along with her new found acceptance of her physical form, she was accepting all the feminine emotions and desires too. It was an epiphany for Ronda, and she welcomed her new feelings and her new sense of self.

"Tim? I know this is strange for you to hear, and probably hard to accept, but I am very turned on by you and would love to do that, too." Ronda nodded at Kelly, who was sucking on Tim's cock. Tim was taken aback for a moment, but his hormones and the overall atmosphere of lust got the better of him. He smiled at Ronda, and said, "Ok."

"Oh man, Tim, this is so weird and freaky, but it’s cool too." said Kelly, as she pulled away from his organ. Kelly pointed Tim's penis toward Ronda, inviting her to participate. Tim grinned at Kelly and kissed her. God, she was cool, he thought.

Claire tapped Anna on the shoulder, as Anna was staring at Claire's cock. Anna looked at what Claire was looking at, just in time to see Ronda take Tim's penis in her mouth. Ronda's pretty lips stretched wide and slid softly across the smooth skin of the head, wrapping around the flared helmet and enveloping the first several inches in velvety heat. Anna moaned when she saw that and began rubbing herself through her dress. Kelly and Claire beamed at each other, enjoying the look of surprised pleasure on Tim's face as his former math teacher gave him a blowjob.

Part of Ronda's mind was confused and scared, wondering what the hell she was doing. The rest of her mind was consumed with thoughts of sucking the monumental phallus deeper and deeper. Ronda was loving it, and the last bit of her male consciousness dissolved in the glare of her feminine lust.

Anna was thrilled, watching Ronda perform fellatio for the first time, but enough was enough! She had to taste that big cock Claire was offering her. Anna put her hands on Claire's soft shoulders and gently pushed down, guiding Claire to the floor, where she lay on her back. Claire's skirt was still up around her flat tummy, and her penis was pointing up toward her tits. Anna licked her lips and began licking the length of Claire’s cock, from the base all the way to tip.

Kelly had moved between Tim's legs, and pushed her beautiful new tits around the lower half of his penis. Ronda was working on the top half and Kelly was sliding her tits up and down along the rest of his shaft. Tim was in heaven! Claire was watching the threesome on the couch as Anna began sucking the tip of her cock. Claire gasped as she felt Anna's fingers probe her wet cunt.

"Oohhh, yesss…that feels so good!" she moaned. Anna worked a third finger into Claire's soaking pussy. For Anna, this was a dream come true. Not only was she indulging her new love for women, she was also experiencing her first orgy. Every now and then, she’d glance over to the sofa to see what was going on over there. ‘This is so fucking great!’ she thought, as she looked at Ronda's beautiful body, and at Kelly's luscious figure, and at Tim and his incredible penis.

Anna stopped sucking and pulled Claire up to a sitting position. Holding Claire's hand, she led her over to the group and indicated to Claire that she wanted her to sit on the sofa. Claire took her clothes off, and sat down. Anna stripped, and facing Claire, straddled the teens thighs with her own. Claire knew what was next. Anna lowered her pussy onto the big cock, breathing in sharply at contact with it. It was so hard and hot! Anna's juices were flowing heavily and coated Claire's cock. Claire pushed her hips up, pushing her penis into Anna's cunt.

"Fuck! Yes!" shouted Anna, as she lowered herself further along the rigid shaft. It was filling her up, inch after hard inch of magnificent cock. This was by far the biggest one she’d ever fucked, but she wasn’t through yet, for she wanted to feel Tim's inside her. Claire was thrusting up forcefully, shoving herself deeper into Anna's wonderful, hot pussy. This was the second pussy she’d been in and it was incredible, how good it felt. Claire didn’t know if she liked fucking or getting fucked better. Suddenly, she got the idea that it would be great to do both at the same time!

"Hang on a second, Anna." said Claire through her ragged breaths.

"Huh? Why?"

"Don’t worry, just watch!"

Claire pulled out of Anna, as difficult as it was, and moved next to Tim. Ronda and Kelly were still working his cock over, and they both looked up to see what Claire was doing. Ronda was totally in awe of how beautiful Claire was. She drank in every curve of the teens body, lustily staring at her full ass, heaving breasts, and of course that wondrous cock. Ronda and Kelly moved away when they realized that Claire wanted to straddle Tim.

"Tim, I want you to put that inside me, and then I want Anna to sit on my cock." Anna grinned when she heard that, and felt a new gush of moisture flood her vagina. She had never been hornier in her life. Ronda and Kelly watched Claire as she moved her body in position. Tim's cock was pointing straight at Claire's dripping pussy. With her back to Tim, she slowly lowered her cunt down on to his hard shaft. It filled her so exquisitely, over a foot of thick, throbbing cock thrusting deeper and deeper inside her willing hole. Amazingly, incredibly, she was able to take the entire length! Somehow, she thought, her spells had enabled her body to accommodate his oversized organ. The others looked on in shock as Claire sat all the way down on the enormous pole.

"Oh my God! Tim, I feel so stuffed with your cock! This is too fucking good to believe." she moaned, as she sat still, adjusting to the incredible amount of meat filling her. When she was ready, Claire looked at Anna, and nodded.

"Claire, I can’t believe you took him all the way in!" Anna said, as she got on top of Claire and Tim. Ronda and Kelly were hugging each other and exploring their bodies as they watched. Ronda put two fingers in Kelly's pussy and Kelly sucked hard on one of Ronda's swollen nipples. Anna straddled Claire, facing the younger girl, and guided Claire's penis to her very wet cunt. Tim was waiting, as patiently as possible for Anna to work Claire's cock in. Tim, Ronda and Kelly all were watching now as Anna took more and more of Claire's big erection in her pussy. Soon it was all the way in, and Kelly started clapping.

"Wow, you guys, you have no idea how amazing that looks!" remarked Kelly.

"I want a turn too!" added Ronda.

Anna was already about to cum, just from the sensation of sliding down Claire's hot cock. Tim began gently thrusting in and out of Claire. Claire was delirious with pleasure, as she was getting fucked, and fucking at the same time. She began moaning incoherently. Anna felt something wet on her chest and opened her eyes to see streams of milk spraying from Claire's huge tits. That was too much and Anna started cumming. It was the most powerful orgasm of her life. Anna's entire body felt electrified and she started yelling loudly.

"Ahhh! Fuck! Fuck meeee! Oh God! Oh God! Ahhhhhh!"

Claire reached up and started milking her own tits, forcing even more milk to gush out, covering Anna's chest and face in sticky sweetness. Anna was thrashing about wildly, consumed in the throes of a mighty orgasm.

The sights and sounds of the two women on Tim pushed him over the edge and he felt his orgasm begin. Through her sexual haze, Claire suddenly felt a powerful surge of warmth blasting inside her, as Tim's cum poured out from his cock.

"Ooooohhhh, fuuuuck! Tiiiimm….you’re cumming so hard!" Claire screamed. Anna was still cumming and she began frantically kissing Claire, on her face, her breasts, and her nipples. She tasted the wonderful milk/cum and began sucking hungrily at Claire's tit, drinking as much as she could get. After a minute, she moved back to Claire’s mouth, and started to French kiss her passionately.

"Fuck…fuck…ahhhhh!" moaned Tim as another blast of cum shot deep in to Claire.

"I’m gonna…ahhhh…gonna cum…too!" moaned Claire. Anna was finally coming down from her orgasm as Claire said that. Anna wanted to see the girls eruption. Quickly forcing herself to stand up on her rubbery legs, she slid off the huge penis, just as Claire started cumming.

Anna dropped to her knees before the magical penis as the first shower of milk/cum sprayed in the air. Cum rained down on Anna's quivering body. Blast after blast of thick white fluid sprayed from the engorged tip of Claire's cock. Kelly and Ronda moved closer to watch and they got covered by several streams of jizz. Anna grabbed Claire's penis and pumped it wildly with both hands, causing the girl to cum even more forcefully. The angle Anna was jacking it caused the next few jets to spurt directly over Claire's face and head, landing on Tim's face. Milk was pouring freely now from Claire's over-stimulated tits and running down her belly and soaking Anna in the process.

Tim was still hard and he started to fuck his cock into Claire again. This triggered another wave of orgasm in her. This time her pussy began gushing fluid as she had a female ejaculation. Liquid splashed out from her, wetting her shaking thighs and catching a surprised Anna in the face.

Kelly was fondling Ronda's tits as Ronda finger fucked Kelly’s tight little pussy. Soon Kelly began cumming and her cunt squeezed hard around Ronda's thrusting fingers. Kelly's nipples were incredibly swollen and hard. They were an inch and a half long and very thick. Ronda lay on her back, and pulled Kelly on top of her in a sixty-nine position. Kelly was still cumming as she buried her face in Ronda’s sloppy pussy and began licking it. Ronda was sucking Kelly's spasming clit while she continued to fuck the girl with her fingers. Kelly was rubbing her very sensitive tits across Ronda's belly, prolonging her orgasm, as wave after wave of the pleasure shuddered through her. Ronda was eagerly lapping up all the juices that were flowing from Kelly's cunt. Kelly was vaguely aware that she was licking another girls pussy, but she was so aroused and drunk with lust that she didn’t care. It felt good, that was enough. Kelly was surprised at how much she enjoyed it, actually. Suddenly, she felt Ronda begin to shake and Ronda's pussy began quivering. Kelly knew that Ronda was cumming. Thrusting her hot tongue even deeper, the young teen was desperately trying to make Ronda cum harder. To Kelly's joy and amazement, she felt a big splash of warmth burst from Ronda's twitching pussy. The fluid coated Kelly's tongue and face. It thrilled her to know that she caused Ronda to cum like this.

"Yes! Yes! Ahhhhhh!" screamed Ronda, as the orgasm hit her.

Tim, Claire, and Anna had finished their orgasms and had been watching the lesbian show put on by Kelly and Ronda. Hands were fondling and caressing cocks, tits, cunts, asses, everywhere, as they stared, engrossed by the passionate scene before them.

At last, Kelly and Ronda collapsed in a sweaty, sticky heap on the floor, panting and moaning. The others joined them on the floor in a big pig pile of smiling, laughing, and satisfied lovers.

"That was the most incredible, amazing, fun, sexy thing I’ve ever seen!" said Anna.

"Wow!" was all Ronda was able to say.

"That was great." purred Kelly.

"Yeah." said Tim, dreamily.

"I wonder what will happen to us next?" asked Claire, as she thought about how her magic milk would further affect them. She hadn’t even though of it while Anna was drinking from her tit, but now she was concerned. Should she tell Anna what to expect, or let her discover for herself, she wondered?

End of Part 4.

More to cum. Stay tuned for further, ah, developments!

Part 5 "The Book of Spells"

After the big orgy, Claire worked desperately hard at creating a spell that would create an illusion of normalcy for everyone. What she cast worked, and thereby allowed Claire, Kelly, and most importantly Ronda, to appear as they normally did to everyone other than their little secret group.

Ronda was thrilled that she’d be able to continue working as a teacher and still be able to enjoy her sensational new sexuality. She’d been stunned by how quickly she’d adapted to being a woman, and at how much she loved it! Ronda loved giving head, and having her new pussy licked, but she was still a virgin as a woman, and knew that she was really ready to feel what a hard cock fucking her felt like. The thing was, she couldn’t decide if she wanted to have Tim first, or Claire.

Kelly was thankful that she’d be able to face her parents without trying to explain the miraculous transformation of her figure. At the same time, she was a little disappointed that she wouldn’t be able to flaunt her new looks for all the lusty boys, and to show up some of the bitchier girls who thought they were so hot. Kelly knew that she’d be spending a lot of her free time in her room, on her bed looking at herself in the mirror while she masturbated.

Anna was overjoyed at how things had turned out. Her lover was now more attractive to her than she’d ever been as a man, she had finally come to grips with her latent bisexuality, she met the sexiest people in the world, and been fucked by a truly enormous cock. She wondered how anything could be any better. Claire answered that for her when she shyly broke the news to Anna about the effects of her milk. Claire was needlessly worried, for when Anna heard this, she smiled brightly and gave her a huge, loving hug.

Tim was very happy at how things turned out. He felt like he had his own little harem! He knew he was incredibly lucky to have four sexy women available to him like they were. To him, it was a dream come true that Claire was now a SheMale. He knew for sure that he wasn’t interested in men, but Claire’s magical cock was simply too irresistible and beautiful. Tim loved sucking it, and watching it spray cum.

Claire was also very pleased at how things turned out. She’d managed to get not only a boyfriend, but several girlfriends too. Most importantly of all, Claire was not only accepted as she now was, but absolutely worshipped by her circle of lovers. She felt like a goddess; creating big bosomed beauties and an enormously endowed man. Life had certainly blessed her ever since she found the magic book. The only thing she wondered about was how large Anna's tits would become. Claire couldn’t wait to find out!

Monday came and went. Claire, Tim, and Kelly all went to school and had uneventful days. Ronda taught her classes, and got nervous every time someone called her ‘Mr. Clark." It would take some time before she got used to that. Anna went to work at the travel agency she was employed by, and kept glancing at and feeling her breasts whenever she was alone. It was hard to tell, but they did seem to be a little bigger than the day before. Finally, five-o-clock arrived, and she was able to go home to check on them.

Anna lived alone in a pleasant one bedroom apartment in a nice part of town. It was decorated simply and tastefully, with reproductions of Impressionist paintings on the walls, and lots of ‘Crate and Barrel’ style furnishings. Anna's long haired white cat was licking herself disinterestedly as Anna came inside and locked the door. No messages awaited her on the answering machine, she saw.

‘Good, nobody to call or bother with for a while, I hope.’ she thought. Anna went into her bedroom and looked at herself in the full length mirror that stood next to her bed. Turning this way and that, to look at her profile she could see that her chest definitely was larger than the day before. Not by much, but enough to make a difference. This was very exciting for her, and she took her blouse off and stood their, examining how fully packed her bra now felt. It was a pretty Victoria’s Secret bra, pale blue with smooth cups that were now obviously trying to contain more breast than they were designed for.

"I guess I won’t be needing these ‘A’ cup bra’s anymore!"

Twirling around, she laughed with happiness at the sight of her new bosom. Anna played in front of the mirror, examining her breasts. She figured they must now be at least ‘B’ cups.

"This is so amazing! I hope they keep getting bigger. Ohhh, how sexy would it be to have big fuckin’ jugs like Claire’s?" Anna fantasized about her tits growing larger and larger until they dwarfed even Claire’s magnificent set. Soon she became too aroused to help herself and she took off all her clothes and got on her bed. From a nightstand, she fished out a large, realistic dildo and started masturbating with it. The sight of that fake, hard cock sliding in and out of her new, if still modest, cleavage caused her pussy to begin spasming without even being touched. When at last Anna plunged the eight inch long, plastic phallus inside her cunt, she immediately had a shattering orgasm and came hard for a full minute before passing out in contented bliss, the dildo still embedded within her hot pussy.

Two hours later, the purring and kneading paws of Anna’s cat woke her from a delicious nap.

"Get off me, Nickels." she said, as she pushed the happy cat off of her bare belly. The sharp claws hurt against her nude body and as Anna rubbed the faint scratches, she suddenly became aware that her tits had grown some more. Sitting up, Anna noticed that her breasts were fuller and heavier than before as she cupped them in her hands.

"Wow! I can’t believe they actually grew some more. Not to shabby, eh, Nickels?" she said to the cat.

"I have to call Ronda!" Anna said aloud. She took the phone and dialed Ronda's number. After four rings, Ronda picked up.

"Hello?" said a pleasant feminine voice.

"Ronda, it’s me, Anna! Guess what?!"

"I don’t know, what?" replied Ronda. She could hear the excitement in Anna's voice and wondered what was going on.

"I HAVE TITS!" Anna shouted into the phone, joyously.

"You have tits? What do you mean? You’ve always had tits."

"Not like these, lover! Now I have great big, fucking sexy tits!"

"Claire's milk!" said Ronda, suddenly understanding.

"Yup! Come over here and check ‘em out for yourself." Anna said seductively.

"How big are they?" asked Ronda, a little nervously. Knowing the way Claire worked, what if Anna had tits the size of basketballs?

"Big! To me anyway, because I used to be so flat-chested. I’d guess that they’re a ‘C’ cup right now."

"Right now?"

"Yeah, a few hours ago they were a lot smaller, so I think I’m still growing. At least I hope I am!"

"Jesus Christ, still growing? How big do you want them to get, Anna?"

"Bigger than Claire's! Now shut up and get over here!" Anna said with a laugh as she hung up the phone. She went to her dresser looking for something sexy that she could wear for Ronda.

When Ronda got to Anna's and saw her girlfriends new breasts, she was thrilled. They looked great, and weren’t obscenely huge, as she had feared. Ronda didn’t very much like the idea of Anna having tits bigger than her own 34-D’s, even though if asked about it, she’d say that wasn’t true. Ronda truly loved her body and was very proud of how good she looked. It would be a blow to her ego if suddenly Anna's tits surpassed her own. Of course, she didn’t let Anna know this.

After some measuring and estimating, they figured that Anna was now a healthy C-cup and the best thing to do now would be to get some new bras, blouses, and of course, sexy lingerie! Anna didn’t have any bras that remotely fit her, and so she put on a black spandex workout top over which she wore a blouse. The workout top did a decent job in supporting her tits and the blouse helped hide her newly prominent nipples. The sensation of parading around in public with her new big tits was very stimulating and Anna's nipples were erect all the time. Ronda was thrilled with Anna's larger breasts and kept hugging her and discretely copping a feel whenever she could. At times, Ronda's libido almost overpowered her and it was very difficult for her to refrain from throwing Anna to the floor and making love to her. They finally made their purchases of several new bras, ranging from C-cup up to double D, just in case there was more growth. Anna also found some great lingerie that really accentuated her new figure and couldn’t wait to wear it for Ronda. She thought it would be fun to let Claire, Kelly and Tim see her new body too, and have another sexual free-for-all with them all.

After school, Claire went straight to her room and began studying. Not schoolbooks, though. She took the well hidden spell book out and plopped down on her bed to pore over the complex instructions and phrasings that she’d been learning since the big orgy.

The orgy had been a great experience for Claire, and afterwards, she thought of what had happened and of things that could be changed and improved. Her fertile young imagination was providing her with many an erotic vision that she wanted to use the book for to make her fantasies reality.

Claire loved Tim's giant cock, but if big was good, wouldn’t even bigger be better? Busying herself with learning the necessary incantations and spell components, Claire worked diligently into the night, only stopping for something to eat. At last, around one in the morning, she felt she was ready to cast.

In their bedroom down the hall, Mr. and Mrs. Moore were awakened briefly by a loud moaning and short shriek of pain coming from Claire's room. Looking at the clock on the nightstand, he saw it was 1:38 am. Mr. Moore started to get out of bed to see if anything was wrong, but his wife tugged his arm and pulled him back in bed.

"Leave her alone, dear. Sounds like she’s got cramps, is all. I get ‘em sometimes when my periods starting and let me tell you, they can be quite nasty. Don’t go embarrassing the poor girl, she’s fine."

"Ok, if you think that’s what it is. I don’t hear anything now, anyway. You must be right." he replied as he pulled the covers back on and closed his eyes.

For Kelly, her after school activities involved a mirror, her hands, and a big cucumber she sneaked from the kitchen. Her only fear was that the vegetable might taste funny if her mom wanted to make a salad later when she got back from the hairdressers. Kelly knew that she had a good hour and a half to two hours of solitude before her mom got back home. Ample time to clean up and wash the cucumber.

Laying on her back on her cozy bed, Kelly was staring into the full length mirror, marveling at her huge breasts heaving and jiggling as she plunged the hard cucumber deep in her cunt. While not nearly as satisfying as Claire's or Tim's wonderful penis’s, it still felt pretty fucking good to plow her horny pussy with the long hard vegetable. Too bad her mom wasn’t growing zucchini’s in the garden, she thought with a grin. An hour later, thoroughly well fucked and satiated, she cleaned up, washed the cucumber and returned it to the vegetable bin.

She was watching cartoons on TV when her mom came home. Mrs. Pierce saw Kelly lying on the floor and smiled. Such a good, innocent little girl, she thought to herself as she went into the kitchen. She was briefly surprised by the strange warmth of a cucumber she took out to use in a salad. Fortunately, the phone rang, and Mrs. Pierce began chatting with one of her friends, forgetting all about the vegetable.

That afternoon, Tim got home and practically ran to his bedroom to get out his porno mags. A whole day of school and his fat cock was dying for an orgasm. All those young pretty classmates had made him very horny over the course of the day.

Quickly removing his pants, Tim released his enormous penis and started to gently fondle it. As he looked at the pictures of the big tit models, his cock rapidly swelled into full erection. Sitting on the edge of his bed, Tim had to only look down at the floor and his turgid member was at his lips. The penis was now so big that it easily reached his face when sitting and he had perfected giving himself great, sloppy blowjobs, relishing the copious flood of jizz that poured into his mouth every time he came.

Tim stroked and sucked himself to massive orgasms twice and then showered, washing the sticky cum from his face and hair. By the time his parents came home, he was freshly scrubbed and playing a video game in the family room. His father remarked to his wife how nice it was that Tim had recently become much more conscious about his hygiene. The boy showered almost every chance he had, it seemed.

That night, as they all slept, and after Claire had cast her latest spells, Tim awoke to a sudden sharp pain in his penis.

Kelly tossed fitfully in her bed, as a deep burning sensation welled up from within her chest.

The same feeling caused Ronda to wake up and see that Anna was also awake and in some pain. After a few short moments, the pains all dissipated and Tim and Kelly went back to sleep.

Anna and Ronda commented on how odd it was that they both felt the same thing and decided that it was probably a side effect of Claire's magic. Before going back to sleep, they both kissed and snuggled, squeezing and fondling each others tits, before drifting off in pleasant lovers bliss.

The next morning, Claire woke to the alarm buzzing near her ear. She sat up in bed and remembered the intense pain of the alterations she caused to her body. Claire wondered if the others felt similar pains. She wanted to talk to Tim very badly, and even though it was only 7:00 am on Tuesday, she had to call.

"Hello is Tim there? It’s Claire Moore." she said to Mr. Richardson. Odd habit, asking if someone is there, especially at so early an hour. Where else would he be, she thought.

"Tim's here, but do you know what time it is? Is there something wrong?"

"No…yes. It’s just that I have to tell him something…important about school. I’m sorry Mr. Richardson, I know it’s early, but please, I need to talk to Tim for a second." I sound so dopey, she thought, as she heard Tim's dad yelling for him to pick up the phone.

"Just a sec." Teens, he thought, with a mixture of amusement and annoyance. He was pleased that a girl was calling Tim. Chip off the old block, he thought to himself as he puffed himself up with pride.

Tim picked up the phone.

"Hello, Claire?"

"Tim, sorry to bother you, but I needed to ask you something."

"Ok, shoot."

"Last night, did you feel anything. Anything funny or different?"

"You know what, I did! I woke up from this pain in my…" he looked around and whispered into the phone,"…in my dick." How did she know that, wondered Tim.

"I thought so. Look, Tim, I need you to stay home from school today. I’ll come over after your parents have gone. I need to see you and explain what I did." Claire said.

"What you did? What did you do, Claire?" said Tim, suddenly a bit nervous.

"Don’t worry, you’ll like it, I’m sure. Just play sick and I’ll see you around nine, ok?"

"Jesus, Claire! I don’t know what you’re talking about, but ok. Nine-o-clock. Bye."

Tim hung up the phone and set about faking an illness.

Tim's parents left for work after making certain that Tim was going to be ok. They were concerned about his abdominal pain and told him that if he had a stomach virus, it would be best for him to stay home from school. That was too easy, thought Tim, as he watched them drive away.

At nine-o-clock sharp, Claire knocked on the door. Tim let her in and they kissed briefly before going upstairs to his room. Claire sat on the bed and smiled at him.

"So, I bet you’re wondering why I’m so eager to see you." she said, with a grin.

"You can say that again" Tim replied. Just looking at her incredibly sexy figure was starting to make his cock harden.

"Ok. Well, last night I, how shall I put this? I made some ‘modifications’ to us."

"Modifications?" Tim felt a slight pang of worry. What did she do now, he wondered?

"Don’t worry," she said, seeing the look on his face, "I made sure that they won’t interfere with normal life. The things I improved will only effect us when we’re fooling around." Claire looked so happy as she said this. Her breasts were thrusting out prominently from her chest and Tim's eyes were eagerly drinking in her voluptuous curves.

"So, what exactly did you do, Claire?"

"Come here and kiss me and you’ll find out!", she said as she stood up and began removing her blouse. Tim stared as she unbuttoned the dark blue garment, revealing a gigantic black lace underwire brassiere that was valiantly trying to restrain her enormous fleshy globes. Poking through the lace fabric, her stiff nipples looked swollen and were slightly moist from a light leakage of milk. Claire was very aroused at the thought of exploring the new changes she’d wrought.

Tim took her in his arms and kissed her. He loved the feeling of her tits pressing into his chest, and her very large cock poking against his belly, and his cock responded by growing fuller and harder. He had to get it out of his pants or else it would be too painful if the big penis was stuck all the way down his pants leg. Claire had the same thought and she worked at his button and zipper, eager to get another look at Tim's cock.

She broke off the kiss and knelt before him, unzipping his jeans and pulling down his pants and underwear in one motion. His thick, 16 ½ inch cock sprang up and nuzzled against her cheek. She moaned and grabbed it with both delicate hands. Tim loved looking down at her like this, her small feminine hands trying to encircle the girth of his meat and failing, her pretty face staring in unabashed lust at the large organ. It made him feel so virile, so manly!

Claire licked up and down the underside of his penis, reveling in the taste and texture and heat. It was so hot! Slowly pumping with her hands, she placed her mouth over the huge head and sucked it into her mouth. Tim moaned with pleasure as he placed his own hands around his cock, beneath hers. Now with four hands stroking it as Claire sucked a few inches into her wet mouth, his cock was completely and insanely erect. Veins throbbed and pulsed all along the length of the deep reddish-purple cock. His balls were swelling as they prepared to unleash a voluminous outpouring of thick sweet cum.

Just then, however, Claire stopped, and looked up at Tim.

"I want you to fuck me now, with this monster cock of yours!" She lay back on his bed, with her legs spread wide and her knees up in the air. Claire's giant cock was hard and resting on her belly, the fat head nestled between her tits. Her juicy cunt was wide open, like a flower, and her engorged clit was like a miniature version of his cock. It stood out from it’s hood two inches like a little sentinel protecting the fortress. Tim's cock was about to rampage and plunder Claire's pussy.

"God, Claire, your clit looks even bigger than ever." he said as he knelt between her legs and guided the massive cockhead against her vulva.

"One of the changes I told you about." She thrust her hips upwards and Tim's penis plunged into her sopping wet hole.

"Now, put it all in!" she implored as her hands pulled at his ass cheeks, forcing him to sink deeper and deeper inside her. Slowly, inch after inch of steel hard cock filled Claire's hungry cunt. Soon, his balls were firmly planted against her ass. His whole length was buried in Claire. Against his belly and chest, Tim could feel the heat of her big erection. He loved the way it felt, and he gave it tender, loving kisses.

"Wow this feels great! I’m all the way in you now."

"Yes, and no. Now this is where the spell should begin to take over. Do you feel anything different or unusual?" she looked at him with fire in her eyes and such a look of passion as Tim had never seen before.

"No, I don’t think so. What should it feel…!" All of a sudden Tim had the strangest sensation in his cock. It felt like he was still forging deeper into her cunt, but he wasn’t moving, and his groin was firmly against hers.

"What the fuck?!" he said in amazement.

"Ooooh, I feel it, it’s working. Yes!" Claire yelled. Deep inside her vagina, Claire felt a pushing sensation, as Tim's cock grew steadily longer, pushing further and further into her magically lengthened pussy. Tim felt his cock growing by the second, as little by little it grew to 17, 18, 19, 20 inches.

"This is impossible! Claire how is this happening?" He couldn’t believe that his cock was getting longer, let alone that somehow she was able to accommodate it.

Claire felt his cock pushing up through her modified body. Her cunt now was one long passage, extending from her crotch, all the way to her mouth. As Tim's penis grew, it probed further and further along her new pussy. It was the most incredible feeling imaginable, as Claire basically became a fuck-tunnel for Tim's insanely long cock. Claire could feel it inching upwards and stretching her innards. Then, it was entering her chest and up towards her neck.

Tim watched in fascination as a large bulge slowly worked its way up from the base of her neck, up to her jaw, causing Claire's head to tilt far back.

She looked at him, strangely and with the most lust-filled look imaginable. She tried to answer him.

"Mmmph maphhigg."

Tim stared incredulously, as all of a sudden, her mouth opened wide, and the head of his still lengthening cock pushed out from between her stretched lips!

"OH MY GOD!!!" yelled Tim, almost in shock. Claire was looking at him in wild eyed frenzy that was downright scary. She seemed like a wild animal as she bobbed her head back and forth and bucked her hips. Tim's cock was getting fucked and sucked at the same time. It continued to grow until at last, it stopped at a mind-bending twenty-seven inches. Over seven inches of it protruded from her mouth, like some strange vision from a dream or nightmare. It was the most incredibly erotic thing Tim could have ever imagined!

"Claire, this is fantastic! Do you know how good it feels to my cock? It’s like your whole body has become a pussy for it to fuck!"

Claire was nearly out of her mind with pleasure. Almost two feet of vaginal nerve endings were being stimulated by his wondrous cock. She could only nod her head in delirious agreement.

"Oh fuck this is good!" Tim was himself nearly insane with the sensation of over two feet of cock meat being simultaneously stimulated. There was only one thing missing.

Opening his mouth wide, Tim engulfed the head of his throbbing, leaking cock. It tasted of his pre-cum and her pussy juices. Sucking it as far into his mouth as he could, he began rocking gently back and forth as he gave himself head. The rocking motion was causing the length of his penis to move in and out of Claire. It was too much for her to take and she began cumming. First, her own penis erupted in a shower of milk/cum, blasting her and Tim in streams of sticky sweetness. Jet after jet pulsed out, covering her face and hosing down his belly and chest. Much went over her head and splashed against the headboard of the bed.

She was making strange, animalistic noises as her vagina spasmed over and over in the most cataclysmic orgasm of her life! The full length of her magically enhanced cunt quivered and rocked in violent, blissful contractions. Great sprays of cunt juice gushed out, soaking Tim and his bed. Her enormous breasts were at the same time squirting streams of milk high into the air, drenching the two young lovers. The sight and feel of all this set Tim off.

His own orgasm was no less spectacular than Claire's. Feeling the impending release, Tim let his cock out of his mouth and stroked the protruding length wildly. His hands bumped into Claire's lips several times, but neither of them cared. Letting out an ear splitting yell, Tim started cumming.

The first jet of cum poured out in a thick stream of whiteness that shot over Tim's head and reached the foot of the bed in a continuous arc. Claire felt Tim's cock grow fatter at the moment of his orgasm, her insides pushed apart by what felt like a python slithering through her and out her mouth. She could literally feel the sperm flowing up its length in spurt after incredible spurt. Tim couldn’t believe how much cum was gushing from the tip of his cock! It came in blast after blast, spraying his face, flowing into his gulping mouth, covering their bodies.

At last, after what seemed an eternity, their orgasms subsided and the two teens collapsed in sheer exhaustion. Too drained for words, they lay together, as over the next twenty minutes, Tim's penis slowly returned to it’s previous size. It almost appeared small, after the fantastic transformation it had just been through. Almost.

They woke up a few hours later, and Claire explained to Tim all that she’d done.

"So Kelly's, Ronda's, and Anna's tits will all get bigger too?" he asked. Tim was so enthralled by what was happening to his cock and Claire's cunt that he hadn’t even noticed that her tits swelled as they fucked.

"Yup, when they have sex. That’s when the changes take effect. Their pussies will do what mine did, too."

"Man that’s awesome! Claire, I gotta tell you, when my dick poked outta your mouth, it kinda freaked me out. But then I got into it. It was fuckin’ cool!

"I thought you’d like it." She said as she gently ran her fingers along the bulge under his towel. They had showered and cleaned up after the huge mess they made.

"No, Claire, I can’t. I don’t want to make another huge mess like before."

"We don’t have to make a mess, silly. Let’s do it in the shower." She took his hand and pulled him after her into the bathroom. When Tim's parents returned that evening from work, their son was asleep in his bed, exhausted.

"Well, look at that! The poor kid wasn’t faking after all." said his mother.

Anna and Ronda had a blast trying on all of Anna's new bras and lingerie. The pretty blonde found that the 36-C’s fit her best, and Ronda was thrilled with the now ample amounts of spilling cleavage that showed whenever Anna leaned forward or cupped her new breasts. They were like kids with a new toy, and after a lot of serious tit-play, they delved into full, dildo-thumping, tongue-fucking girl on girl action. As they were making love to each other, Anna started to become aware of a tight sensation in her chest. At about the same time, Ronda felt it too.

"Oooh! My chest! Something feels funny." Anna said, as she stopped licking Ronda's pussy and massaged both breasts with her hands.

""Me too!" Ronda said, clutching her own tits. "It feels like there hot. Inside!"

"Yeah, but it feels kinda good." Anna was now rubbing her tits in a sensual way, becoming even more turned on by the strange warmth that was emanating from her chest. She slowly noticed that her tits were feeling fuller, heavier. Ronda saw what was happening.

"Anna, your tits! They’re growing!" Ronda was fondling her own tits now, and realized that her tits were doing the same thing.

"We’re both getting bigger!" she said to Anna, excitedly.

Anna was ecstatic! As she watched, she felt and saw her breasts bulge and swell in her hands. Soon, they were double the size they were earlier and she guessed that they were at least E-cups or maybe F-cups. Ronda was getting even larger than she, and was in the H-cup range now. Both women were moaning from the exquisite sensations they were feeling and the sheer erotic joy of having their tits swell so quickly and so large.

Ronda looked down at her now massive breasts. They were about the size of soccer balls! Her nipples had grown, too, and they extended two inches from the areolas, which had widened and turned a deep red color. Anna looked at those huge nipples and tugged on them with her hands, pulling them far out from the surrounding areola. Leaning down slightly, she put one in her mouth and sucked on it, as if it were a little cock. Ronda moaned and held her fat tit up to her lovers mouth. It took both hands to lift just one breast, they had gotten so large now! As Anna sucked and pulled at her nipple, Ronda watched as both hers and Anna's tits continued to grow. When they at last seemed to have stopped, Ronda estimated her breasts as being around J-cups and Anna slightly smaller, in the G-cup range.

"I don’t know what the hell happened Anna, but I love it!"

"Mmmm mmoo." mumbled Anna around a mouthful of hot hard nipple.

The two lovers spent the next few hours fucking and sucking each other senseless.

By the time Kelly got home from school, she was so horny from all the thoughts in her head that her panties were soaked in pussy juice. All through the day, she’d been unable to think about anything other than big hard cocks and firm, huge tits. She’d even tried masturbating in the bathroom, but it was too busy, so she’d given up and went about the rest of the day frustrated and horny.

With a great sense of anticipation, Kelly quickly stripped off her clothes and lay on her bed. Rubbing her breasts with one hand and her wet pussy with the other, she fantasized about Tim and Claire's huge cocks. Kelly desperately wanted to fuck one of them right then, but she settled for three fingers swirling around inside her cunt. As she continued to masturbate, she became aware of a tingling sensation in her chest, under her breasts.

Kelly looked at her chest and her eyes widened in surprise as she saw her tits swelling, almost as if they were inflating. Her already large breasts soon were very large, expanding in size until they were billowing over the tops of her arms. Kelly didn’t know what the hell was happening, but it felt so good, and it looked so awesome, that it only turned her on further.

Soon her tits were filling her arms and spilling over them as she tried in vain to cradle them in her arms. Taking both hands, she pushed the growing boobs up into her face, completely enveloping her pretty face and covering her entire head in warm, soft tit-flesh. Kelly felt her tits on her head and rubbed the tender undersides with both hands, reveling in the sheer erotic power of what she was able to do. It seemed that the growth had at last stopped and she experimented with her enlarged breasts. They were bigger than any tits she’d ever seen or imagined for that matter. She sat up in bed and her tits draped across her thighs, with the nipples touching her knees. Kelly was stunned! What had happened to her? None the less, she loved how big they’d become and took one tit and slung it over her shoulder. The nipple was half way down her back! Kelly did the same with the other breast and held them in place as she walked over to the big mirror. God they were heavy!

Kelly looked at herself in the mirror, jaw agape. Her tits were hanging half way down her back and as she jiggled a little, they swayed and banged against each other with audible slapping noises. Leaning forward, now, she let then spill back over her shoulders to her front. Bending at the waist till she was parallel with the floor, her tits hung down to within six inches of the floor! Kelly's pussy spasmed as the incredible image in the mirror registered with her. Kelly lay on the floor, and with one arm pushing her tits into her face and one hand fucking her quivering pussy, she brought herself to a powerful orgasm.

When she finished cumming several minutes later, she lay panting and sweating in a daze, a blissful smile on her lips.

She needed to talk to Claire. Kelly figured that Claire must have had something to do with the strange growth of her tits.

"Claire? It’s Kelly. I need to talk to you."

"Sure, what’s up?"

"It’s not so much as what’s up, but what’s down. Like my tits. They’re down to my thighs!"

"Oh!" Claire knew that Kelly would also experience some growth, but tits down past her crotch? "Jesus, Kelly, I didn’t think that they’d get THAT big."

"What did you do, Claire? Not that I don’t love it, but I’m kinda looking a bit freakish here."

"First, don’t worry. They’ll go back to your previous size once you have an orgasm and your body has a chance to come down from it. I did a bit of an enhancement to all of us, Kelly." Explained Claire.

"Enhancement? All of us?" Kelly asked, a bit confused. Claire carefully explained what she’d done to Kelly for about ten minutes, until the younger girl fully understood.

"Wow, I can’t wait to see Tim's and your cocks in action!" said Kelly, enthusiastically. She couldn’t wait to feel what a two foot long cock inside her magically altered cunt felt like. The two girls made plans for all five of the lovers to get together and have an all out fuck-fest. They both agreed that they’d ask Ronda if they could all meet at her place on Saturday, in the afternoon.

"Kelly, you call Tim, and I’ll call Ronda and Anna and we’ll make plans."

"You got it! This is gonna be awesome!"

I hope you enjoyed this and got off on it. J

PART 6 (finally) "THE BOOK OF SPELLS"

by MilkManiac

Ronda was thrilled at the prospect of having everyone over to explore their new enhancements. Still, she hadn’t made up her mind who she was going to give her virginity to. Best to go with the flow and let things happen on their own, she figured. Saturday finally came, and the five lovers and friends all converged on Ronda's apartment at 11:00 in the morning.

Anna had spent the night there, and she and Ronda had already brought each other to many orgasms over the course of the night. After waking around 9:00, they showered together, playfully and lovingly soaping and caressing each other as they washed. Anna put on a sexy little black baby-doll teddy and Ronda wore a stunning bustier and garter combo that came from Frederick’s.

The first to arrive was Kelly, all eager and yet blushing with her innate shyness. She loved the way the two older women were dressed, and once inside Kelly kissed them both passionately on the lips and touched their breasts. Kelly wasn’t sure anymore if she found men sexier than women, but she didn’t care.

Claire was next to arrive, followed shortly by Tim. Claire went through a detailed explanation of the modifications she’d made and how they worked and what everyone could expect. When she was done she stood before the group and began to remove her clothes. First she took off her tight pink sweater, revealing a massive satin bra underneath. Claire packed a bra like no one else anyone in the room had ever seen, and they all unconsciously drew in a sharp breath of amazement as her thrusting bosom came in to view.

"Let’s get this party started, shall we? Claire asked mischievously. Cupping her sheathed tits with her pretty hands she slowly pirouetted around for her lovers pleasures. Claire then faced the four others who were all seated together on Ronda's long sofa, and leaned forward allowing her pendulous breasts to hang down as the bra strained and her breasts billowed up over the cups. Reaching behind her, she released the five hook clasp and her bra sprang off her chest and fell to the floor. Claire's tits poured out, wobbling and swinging back and forth and a few drops of delicious milk leaked out and dribbled on the floor. She looked at them all and smiled.

"Who wants me first?"

Claire was getting more and more aroused as she teased Kelly with her breasts. Her heavy hangers kept slapping against Kelly’s face, gradually making it wetter and wetter from the leaking milk. Kelly's tongue flicked out, lapping hungrily at the dripping nipples as they flashed across her mouth. One hand was between her legs, rubbing her moist cunt through her panties. Her other hand was pinching and tugging at her nipples through the fabric of her T-shirt.

Ronda stood behind Claire, reaching between the gorgeous teen’s thighs and cupping her wet pussy. Claire moaned at her touch and pushed back, grinding her sopping cunt against Ronda's probing fingers. Ronda worked two slender fingers deep into Claire's pussy, and got down on her knees to lick gently at it as she finger-fucked Claire. Bringing her head close to Claire’s cunt, Ronda could smell the arousal and feel the heat wafting towards her. Ronda's hot tongue licked tenderly at Claire's outer lips, flickering lightly back and forth across the opening and brushing her swollen clit form time to time. Ronda moved from Claire's cunt to the swollen shaft of her cock and licked all the way up the full length and then back down, lovingly tasting every inch of it.

Claire was now ready and eager to fuck someone, and Kelly was breathing heavy and hard, hoping that Claire would shove that huge piece of meat deep into her sopping wet pussy. Kelly got on her hands and knees on the floor, thrust her sexy ass high in the air, looked Claire in the eye and said, "Fuck me! Fuck me hard!" Claire didn’t have to be told twice. As Claire placed the massive head of her already leaking cock against Kelly's open cunt, Ronda crawled under Kelly and began sucking on the teens enormous nipples.

Anna had worked Tim's cock deep into her throat, slowly easing more and more of it down her willing orifice. The magic enabled Tim to fuck the entire length of his incredible cock in and out of Anna's throat. It was mind-blowing for him to see his balls resting on her chin as she looked up into his eyes happily and moaned lovingly around the fat cock deep within her. Tim glanced over at the others and saw them engaged in a fantastic menage a trois.

Claire had impaled Kelly with all of her enhanced penis, which now had grown magically and was protruding from the stunned younger girls mouth, where Ronda was just fitting the head of Claire's cock into her own pussy. As Tim continued to watch, Ronda pushed back further until her bush was tickling Kelly's face and Claire's cock was now a good six inches inside her. Kelly tongued around Claire's cock and Ronda's pussy as the slick shaft sawed back and forth, fucking Kelly's pussy and mouth and Ronda's pussy all together! This was too much for Tim to take, and he felt his orgasm erupting into Anna.

With a bellow of pleasure so intense it bordered on pain, Tim felt his cum bursting forth from his cock. Anna’s eyes were riveted on Tim's face, as she felt his mighty meat swell in her throat right before the flood of hot cum began gushing into her. His cock had grown so large in circumference that it literally was locked in place in her throat, shooting blast upon blast of magically enhanced cum deep in her belly. Anna was overwhelmed by his orgasm and began moaning and thrashing around on his fuck-stick, like a fish on a line.

Ronda was impaling herself on Claire’s rampaging cock and sucking her own nipples. As Claire’s cock fucked Kelly and Ronda simultaneously, all three girl’s breasts expanded to monumental size. As Ronda kneeled astride Kelly’s gorgeous face and rode the cock protruding from Kelly’s mouth, her tits grew to such a size that they hung down and rested firmly and heavily on Kelly’s own massively growing tits. Kelly’s tits had grown to something approximating an H cup. Ronda’s were slightly larger. Claire’s were simply gargantuan. Tim saw the three hugely breasted girls and couldn’t believe Claire’s immensity. Not having any real correlation to measure her tits by, he figured they were easily as large as the breasts of this model he saw in magazines named Zena Fulsom. As he watched, Anna finally was able to back away from Tim's slightly softer cock and remove it from her throat. It felt like she had a quart or two of cum in her belly, but she absolutely loved it! She idly lapped at his cockhead as she too now watched the lesbian tryst a few feet away.

Claire could feel Kelly’s lips caressing her huge shaft as well as Ronda's hot wet cunt as it plunged up and down. Claire grabbed on e giant tit and began squeezing, forcing jets of sticky sweet milk/cum to spray all over the three of the as there writhing bodies picked up the pace. Ronda was being bathed in the wondrous milk and streams of it poured down her body, running over her voluminous bosom and dripping onto Kelly's face. Kelly couldn’t talk, but she was moaning up a storm as over two feet of incredible cock fucked her entire body. Nerves along her magically altered cunt were sending pleasure signals to her brain in overdrive as her body produced wave after wave of slick lubricant. It was such an amount that it ran continually from her pussy lips, and as Claire continued to fuck her, cunt juice was pooling up in Kelly's mouth as well, running over her wide open lips and down her chin before pooling between her fat tits.

Then without warning Claire began to orgasm. The carnal scene taking place was too much for Claire to take anymore and she lost all control of herself and began spewing cum from her fantastic cock as well as from both mighty nipples at the same time. Great geysers of milk/cum sprayed from her tits and her jerking cock was sending amazing amounts of fluid deep into Ronda's seeping cunt. There was far too much fluid pouring into Ronda and much of it splashed out and drenched poor Kelly's face in a torrent of slippery goodness. Claire was convulsing from the spasms racking her sweet teen body and she had enough awareness to grab hold of one incredible tit and point it at her face, with her pretty moth wide open to accept as much gushing milk as possible.

Kelly felt Claire's cock bucking and spasming throughout the length of her body-cunt. It triggered her own spectacular orgasm, unleashing even more fluids from her overstuffed pussy. Ronda began cumming as well, adding her own copious coital cream to the mix. The entire area around the three beautiful girls was soaked. Tim and Anna just watched in awe as Claire continued to spew from all three parts of her body. Ronda had fallen forward, laying over Kelly and coming off of Claire's cock, which continued to shoot thick white ropes of cum. Cum was now splashing on Ronda's sexy ass and back and Kelly was staring wide-eyed at the magical cock as it came and came while sticking out of her stretched open mouth. Finally, after what seemed an eternity, all three stopped cumming and collapsed in a sticky pile, exhausted. Tim and Anna applauded loudly, big smiles on their awe-struck faces. Claire, Ronda, and Kelly were too tired to notice.

A few weeks had passed since the last five way orgy, and Claire had been enjoying herself greatly, practicing all sorts of interesting masturbatory techniques. Her favorite involved inserting her cock into her own pussy and moving it in and out till it became too erect to make the bend anymore. At that point, she’d take it out and tit-fuck herself as she sucked on it. The others also played sex games with their equipment, finding new and exciting ways of making themselves cum. Everything was fine. Until…

It was a Saturday morning and Claire woke up, sensing someone looking at her. She immediately knew it wasn’t one of her parents, for she’d spelled them into never coming into her room. Looking over her right shoulder, she saw a cloaked figure standing still in the corner, facing towards Claire. She nearly screamed in fright, but found she was unable to make a sound or to move anything other than her head. Claire looked terribly frightened. Suddenly, the figure spoke.

"I know this must be a shock, but please try not to be scared, young one."

The voice was a soft, soothing female voice, but Claire couldn’t see the figure’s face which was hooded. Stepping toward Claire, the figure smoothly pulled the hood back from it’s face. Claire watched in silence as first a cascade of auburn hair spilled over the person’s face. With a gentle brush of her hand the woman pushed away the beautiful hair, revealing her face. The woman was extraordinarily attractive, with spectacular green eyes that flashed and seemed to sparkle with an inner light. She was delicate looking, yet there was a strength to her features that was unmistakable.

"You may speak, if you wish," she said calmly, with a hint of a smile on her perfect lips.

"You’re scaring me. Who are you and how did you get in here?"

Looking down at Claire, the beautiful stranger stepped closer. "I’m called Aranu, and I came to you via the Power. You have discovered one source of the Power, which is why I’m here today," she replied.

"The Power? My god, you mean magic, and you mean the book I found?" Claire was still scared by this sudden appearance of the beautiful Aranu, but she was so soothing and calm in her bearing that Claire felt less afraid as the moments passed.

"Yes, Claire. The Book you found is one of many that have been scattered throughout the Domains. Your happening upon it was accidental of course, for its intended owner was…unable…to retrieve it," Aranu said with a hint of sadness and something more left unsaid. "You may move freely, if you wish." She smiled at Claire, this time a full smile that was so startlingly radiant it filled Claire with a sense of well-being and joy.

"Who was supposed to, um, retrieve it?" Claire asked, as she sat up in the bed. She couldn’t help staring at Aranu. Her beauty was unlike anything Claire had ever seen or imagined possible.

"That is not important, Claire. What is of importance is the fact that you shall have to relinquish the Book. It does not belong to you, and it could cause you and others severe harm if not handled with utmost care," she said with a look of grave seriousness.

"But, I would never do anything to hurt someone!" Claire protested. Aranu looked at here, and suddenly Claire sensed a depth to Aranu’s gaze that stilled her for a moment. Just as quickly, Aranu smiled lightly at Claire again.

"Yes, I sense that you would truly not do evil, but you have already done harm to someone. Need I remind you of Mr. Clark?" Claire felt a knot in her stomach.

"No, you don’t understand, he deserved what I did to him…he was terribly, terribly awful and I was so hurt and mad at what he did and…"

"Stop, child," Aranu interrupted gently. "The fact remains that you used the Power on him without his consent, as you did to your family and friends. Even though they may now like what you’ve done to them, it was an ill use of the Power."

Claire felt thunderstruck as the truth about her actions sunk in. She felt very sick suddenly about the consequences of her actions. "What will you do to me,?" she asked meekly.

"Do? Dear girl, I am not going to punish you. I am not to judge you. All I am here for is to take the Book and return it to its rightful owner. I’d like to tell you how fortunate you are that you didn’t cause yourself or anyone else irreparable harm." Aranu said sternly.

"I don’t want to give it back, though. I like having it!" protested Claire. She got to her knees on the bed, looking almost like a little girl begging for a favorite plaything. She wasn’t even aware of her semi-nudity, only wearing pink panties that couldn’t do anything to hide the bulging mass of cock held within. As she rose to her knees, her huge breasts bobbled and shook, gently slapping the tops of her silky firm thighs. Aranu looked at the teen.

"Look what you’ve done to yourself Claire. You now possess the body of a User. I can’t undo what one has chosen to do with the Power. You have made these gifts to yourself and others, and only you would be able to undo or alter them further. This is a perfect example of why the Books must never be held by Human-kind." With that said, Aranu made a complicated hand movement and said some words too softly for Claire to hear. Once the words were spoken, the Book instantly was in Aranu’s lovely hands.

"Please, Aranu. Don’t take it from me! I need it, it’s made me so happy." Claire was crying now as she saw there was nothing she could do to keep Aranu from leaving with the wondrous Book.

"Yes, it has made you happy. Popular, beautiful, powerful, all these things are gifts. But beware Claire, for as there are good gifts, there are evil as well. Again, it is not in your nature to do evil, but in time, you would use the Power in ways unknown to an initiate such as yourself. Those ways would inadvertently do harm, to yourself and your loved ones. This Book is no plaything. There are beings who would have, in time, found their way to you, and wrested the Book from you in a harsh and fatal manner. They are the ones who prevented the owner of this Book from taking it at the appointed time." Aranu sighed, and turned away from Claire. "I must go now, child. Be thankful you and your loved ones are well."

"Wait!," shouted Claire. "What am I to do about this?" she asked, indicating her figure.

"What would you like to do, if you had the ability?" asked Aranu with a penetrating gaze.

"I don’t know. I mean I like my ‘Gifts’ as you called them, but if I have to go through life like this forever…" she let the thought go unspoken. "And the others. What should I do about them. Oh, I’m so sorry! I never wanted this to turn into such a complicated mess!"

Aranu smiled at Claire again, that wonderful illuminating smile of hers. "Claire, you see how the Power has a way of getting away from your intentions? I shall allow you to undo any of the changes you’ve made, if you so desire. Talk to your friends today and let them know of the decisions they must make. I will return tomorrow for your answer."

There was a brief movement of her hands, and then before Claire could even reply, Aranu had vanished with the Book.

It was a busy morning for Claire, calling Tim, Kelly, Ronda and Anna and explaining what was happening. It was especially hard as she kept bursting into tears as she told them what Aranu had told her. Thinking of Aranu’s intense beauty and how she seemed at times angry or displeased with Claire was almost unbearably sad. Before too long everyone had gathered at Claire's house and Claire sent her parents away for the day, off on some pleasant excursions to see a movie and have a nice dinner together. Claire couldn’t help herself, she really was just a nice girl.

The five friends talked for hours, about their bodies, their friendships, their futures, and some talk was even about love and more permanent relationships. Kelly didn’t admit to anyone, even herself that she was as much in love with Claire as she was with Tim. Ronda and Anna professed their love for each other, exactly as they were. Ronda made it perfectly clear that she much preferred her new self to the old Ron. Anna agreed and kissed her passionately on the mouth.

"I love you Ronda! I’m forever more your little lesbian lover!" she said, laughing as Ronda squeezed one of her big tits.

Claire was feeling torn. She loved her new body, but she couldn’t help feel that she’d done something wrong. She was also coming to grips with her feelings for Tim and her feelings for Kelly. She never expected to have such deep feelings for a girl, but Kelly was just so special and dear to her. Claire resigned herself to the fact that she was in love with Tim and Kelly as well.

Tim was the most confused of the bunch. He loved Claire, he loved Kelly, he was even falling in love with Anna now too. Not that Ronda wasn’t great, but he didn’t feel quite the same for her as the others. He kept looking at Claire, then at Kelly. ‘I love both of them,’ he thought to himself. Asking himself who he loved more, he had to admit that it was Claire. In his heart, he knew that it was because she had that fantastic penis, and no matter how he rationalized his feelings, the simple fact was he loved her cock, as much as he loved her pussy and tits. He accepted his feelings. ‘I like sucking her cock. So what? That’s who I am, and I’m happy with it. One thing that would be even better…’

That night Claire finalized a list of requests given her by her friends. When Aranu returned the next morning, Claire would ask for a few minor changes.

Around 8 in the morning, Claire was sitting in her room reading a magazine, when all of a sudden Aranu spoke to her.

"Hello Claire," Aranu said quietly. Claire spun around in her chair, startled but not scared, at the sudden appearance. Claire gasped when she saw Aranu. The big robe was gone and today Aranu was wearing a diaphanous silver gown that floated of it’s own accord and shimmered like water under a setting sun. Her auburn hair was framing her gorgeous face and the sight of her was so beautiful that Claire began weeping from the overwhelming joy of it.

"Aranu! Wow, I don’t know what to say…" Claire was enchanted by her loveliness.

"What have you and your friends decided, young one?" asked Aranu as she smiled at the smitten girl. Claire gained her composure a little and picked up a piece of paper from her desk. It looked like a grocery list. Without a word, she handed the list to Aranu. Taking the list, Aranu read it, smiling after a moment, nodding her head, and finally joyfully laughing lightly. Her laughter was like a kiss from God, thought Claire.

"I see that you have all thought deeply and seriously about the choice I have given you. This pleases me, for it means that all of you are happy with who you are and truly in love with one another. While it was not your intention for love to bloom, it has, and it is a great gift that you have unwittingly bestowed upon your friends. I have the Book, and I will guide you in its use to accomplish the wishes you have asked for. Let’s get to work, girl, we have much to do today!"

Aranu sat down upon Claire's bed and began teaching Claire facets of the Power that had been unimaginable to her only the day before. As the day went on, the list was growing shorter, until at last, everything asked for was done.

Aranu closed the Book with a finality that pleased Claire. She was actually glad in a way to not have the awesome responsibility of possession of that book anymore.

"Claire, we are done. I must go now. I have enjoyed meeting you and look forward to visiting you again someday, if it pleases you."

"Yes! Of course, Aranu, I’d love to see you again. But why would you want to come back to see me?" asked Claire, all naivete and innocence embodied. Aranu looked at the lovely girl and stood up, gently pulling aside some of the fabric of her gown. Claire stared in shock at an enormous penis, much like her own, that was unsheathing from a cleft right above Aranu’s vagina. Aranu grinned at Claire. "Claire, I am as much a creature of flesh as you, and my kind enjoys much the same in the form of Gifts as you and your friends. Did you never question the reason for such Gifts in the first place?" she asked playfully.

Claire laughed gleefully, and stood up to hug Aranu. "I can’t wait to see you again, beautiful Aranu," said Claire, looking deeply into Aranu’s emerald eyes.

The End