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.
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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 in 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. Clark?"
End of part three. Stay tuned!
As usual, any comments are welcomed and can be sent to me at