"Happy New Year, buddy!" Stan said as he opened the door to his mansion. "You're just in time to help me decorate for the big New Year's Eve bash."

"Same to you, Stanmeister! I really appreciate you letting me stay here while my apartment is being painted."

"No problem, Dave...You get the 4-star treatment, including your own private bedroom with your very own king-size bed. So little Davy gets a nice night's beddy-bye." Stan kidded his guest as he talked in baby talk. David threw down his overnight bag on the night table.

"Let's get the party ready to roll !" David yelled out.

"Where should I start ?"

"How about blowing up some balloons to hang up around the living room? I've got a jumbo bag from Partytime Balloons and I rented one of those helium tanks. So go pump up some big beauties, balloon boy!" Stan smirked. "While you're doing that, I'll go pick up the party platter at Kartmart's Deli."

"Whatever you say...and hey--make sure to leave some food for the guests!" Dave retorted.

No sooner had Stan left for the store, when David heard the doorbell. Approaching the door he peeked through the peephole to see the girl he had seen when he entered Stan's place. She was standing there adjusting the top of the body suit she wore. It looked like a sleeveless t-shirt but it was tucked too firmly into her tight jeans. David could imagine her standing there in just the body suit, it looking like a one piece swimming suit.

The girl reached for the doorbell again, her upper body moving up close to the peephole, the peephole lense distorting the view. Her boobs, that were quite large as they were, seemed to balloon right up before the peephole.

David opened the door.

"Uh...hi! Is Stan home?" the dark haired girl smiled looking Dave up and down. Her eyes slowed as they glance down at his crotch. She licked her lips innocently and returned her gaze to his.

"He went down to get the snacks for the party tonight," David said, looking down at the girl's bulging top. When she moved slightly her big breasts swayed and jiggled in her top. What great balloons those big things would make, David thought.

"I'm Bonny, Stan's neighbor down the hall. He said I could stop by early and help him prepare the place," the girl said stuffing her hands into her pants pockets, moving her arms against the sides of her breasts and pushing them together. They bulged out even more in her tight top. Her nipples were starting to pop up.

David's eyes widened. My gosh, he thought, she isn't wearing a bra! "Pleased to meet you, Bonny," he said extending his hand. She took it and they shook, along with her D-cup size breasts. "Uh...I'm helping set the place up also."

"Great! We can get the place ready together!" Bonny said, moving suddenly past him into the apartment. As he let her hand go it dropped, and her hand glanced across the crotch of his pants. Dave shut the door and followed her back into the apartment.

"Ooh! Were you going to start blowing up balloons? I love balloons!" Bonny cried ecstatically, seeing the big balloons and the helium tank. "Would you like to help me inflate them?" David smiled looking down at Bonny's bosoms as she eximaned the multitude of different colored balloons.

"Oh yes! Let's make them really really big and play with them for a bit!" Bonny exclaimed, doing a little skip and a jump. As David moved to the mass of big balloons and helium tanks Bonny shot a quick glance at his pants licking her lips again.

"Umm... How do you like play with your balloons?" David asked coyly.

"I like to blow them up big and round and I ride on top of them." She replied. "Would you like to ride some balloons with me?" David could barely control himself...A beautiful girl who likes balloons. Was this a dream?

As David inflated the first balloon, a hot pink one, he noticed Bonny licking her luscious lips again. She must really love balloons, he thought. Out of the blue he heard a loud pop. The balloon he was inflating suddenly popped.

David said, in a disappointed tone, "Geez, the balloons Stan got don't inflate very big. Wait here while I get a few really nice big ones."

David dashed to his overnight bag and pulled out a few 30 inch balloons--perfect for what sexy Bonnie had in mind. He quickly returned with the huge balloons to inflate. He put the neck of the balloon on the helium tank's hose and turned if up full blast.

The balloon inflated big and round...David was sure Bonnie would be bouncing her body all over it. Much to his surprise Bonnie only said... "That balloon is very nice... but wouldn't you like to ride a much bigger balloon?"

"Bigger? Oh... yeah bigger... I'm sure I've got some bigger balloons around here somewhere." He replied with a hint of panic in his voice.After a short but manic search, David returned to the living room with a slightly bigger balloon, only to find Bonnie and helium tank missing. "Bonny?" he called out. He listened for a response. "Bonny are you around?" he said beginning to look around the apartment.

He heard some rustling about in Stan's bedroom.

David cautiously opened the door to his friend's room that was half shut. He peeked in, his eyes going wide as the sight of what he found awestruck his senses.

He had found Bonny, she was around. In fact, she was ROUND, or at least parts of her. "Bonny?" he stuttered, stepping into the bedroom.

Bonny sat on the large bed in Stan's room. The helium tank was beside the foot of the bed and several balloons were laying on the bed and floor and Bonny's lap. She had a large limp balloon in her right hand, the intake valve pinched between her thumb and index finger. She looked up at David, a look of innocent bewilderment on her pretty face. But that wasn't what caused David's look of astonishment, it was Bonny's top; her large bust, to be precise. Bonny had been big to begin with but now...she was bigger.

"What's happening to me?" she cried seeing his look. "What did you do?" David asked, gazing down at her big round boobs. They were way bigger than what the girl had been. Her breasts were sticking out, round and big as volleyballs. Her nipples were poking up against the stretched material of her sleeveless t-shirt. "I thought I'd move stuff into the bedroom so we could have some privacy for blowing up the balloons. I hate to admit it, but I get really really really turned on when it cmes to balloons," Bonny explained, her left hand coming up and running over the roundness of her left breast, as if testing its weight and size in her little hand. "Anyway, I inflated one of the big balloons with helium and thought I'd play with it a bit. I was going to make my voice squeaky and put the balloon to my lips. Instead of inhaling a little of the air in the balloon it all rushed into my mouth and the next thing I know..." She looked down at her jutting round breasts.

David scratched his head and stood awkwardly. He was rather aroused by finding Bonny in this state. All sorts of nice thoughts and images popped into his head. "What did you do again?" he asked moving to the bed and standing before the busty young woman.

"Well, I did something like this..." Bonny said taking the balloom she was holding onto and putting it to the helium tank air nozzle. The balloon squealed as the helium rushed into it, expanding the shiny sphere rapidly. David glanced down at Bonny's large breasts wishing the balloon was her breasts.

Bonny blew the balloon up until it was just a tad bigger than its 30 inch capacity. She did like them big, David grinned. He watched the girl put the balloon intake valve to her cherry red lips.

"Then I did something like this," she said and closed her mouth around the intake valve and unpinched the valve. The balloon quickly deflated, releasing its air into her mouth, down her throat. Her eyes widened, as did Dave's, as her breasts suddenly swelled up bigger than they were. "Wow!" David said under his breath as he watched Bonny's sleeveless t-shirt push further out as her big round breasts expanded outwards and rounder on the sides. Her top grew tighter as it grew fuller with her bulging bosoms.

Bonny let the balloon drop as it totally deflated. Her little hands immediately went up to grope her now basketball sized boobs. She ran her hands over and over her large round breasts, over the plump nipples that were seemingly bigger also. "Oh no!! What have I done? I am even bigger now!" the girl cried, continuing to feel her abundant bust. David watched as her nipples grew harder and her fingers traced lines around them as they stuck out against the material of her stretched top. "Gosh, this...this feels kind of good," Bonny said with a little moan. David brought the balloon out into view that he had found in his earlier search for a bigger balloon for Bonny.

"Let's try this one to see if it has the same effect," he suggested, having a pretty good idea what the results would be. David put the bigger balloon to the helium tank air nozzle. The big balloon squealed as it filled with air. Bonny watched him blow up the balloon still with her hands to her large breasts. Once the balloon was inflated to its maximum size, over 50 inches, David pinched the balloon's intake valve and turned to Bonny.

"Put it to my lips. I want to feel my boobs in my hands if they grow bigger," Bonny smiled shyly. "Do you think they will still grow?" David put the intake valve to her red glossy lips, wishing he was putting something else to her lips though he figured that would come later if things worked out. "We'll just have to find out now."

David released the intake valve and the air from the balloon rushed into Bonny's mouth. Her eyes grew wide and her cheeks puffed out as, at first, all the air rushing into her body was too much. A smile quickly came to her face and her eyes fluttered a bit, as if she was intoxicated. The balloon shrank and David noticed her breasts start to enlarge. "Oooooh my, it feels....good!" Bonny moaned as her boobs ballooned out, bigger and bigger. Her blossoming breasts, at first, pushed out like gigantic balloon-shaped watermelons, more oblong than anything, then the gently jiggling breasts fattened out on the sides. The sleeveless t-shirt, being a bit overfilled at this point, started to tear in the center where her twin boob-balloons were fighting, so it seemed, to pull it apart.

David felt a certain part of his anatomy push against the crotch of his pants as he looked at Bonny's huge breasts, now the size of beachballs. "Wow! Does my inflating bust excite you?" Bonny said looking down at David's large bulge. Her hands ran round and round her huge expanses bulging from her body. Her nipples were bigger than any girl David had ever seen.

David stepped back as Bonny awkwardly got to her feet. She kind of teetered, looking like she might fall over. The helium gas was making her a little drunk and tipsy as well as making her boobs bigger.

"Feel them," she told David, pushing her huge boobs against him. "Really?" David questioned. His erection got even harder. "Yes...I want you to feel them," Bonny smiled, eyes fluttering again. She leaned forward as best as she could. Her big boobs almost made it hard to get close to him. Her warm red lips touched David's and she kissed him firmly and so long that it seemed like eons until she let up. When the kiss was done, Bonny thrust her huge breasts up so David could feel them. He raised shaky anxious hands up and touched the huge balloons that were her breasts. They were warm and round and soft yet seemed taut like giant filled balloons. His fingers glanced across her fat nipples and he felt her shudder as she let out a little moan of delight.

"I want to be bigger for you," Bonny cooed as she brought her own hands up and placed them on his. She leaned forward again and kissed him passionately. She breathed into his mouth as they kissed and for a moment he felt something odd happening in his pants. "Make me bigger," she said again with her lips against his lips.

David felt his erection growing bigger. It was almost like he couldn't control it. Then again, it isn't everyday you meet a beautiful girl whose breasts inflate right before your very eyes.

"Inflate me!" she cried out. "Fill me up with air!"

David couldn't believe his ears. I must be in heaven, he thought. The girl of his dreams loved inflating and wanted to be even bigger.

David cupped one of her huge balloon breasts as he placed the helium tank's hose into her mouth. Slowly her bustline continued its mammoth growth. "I want to taste them my beautiful balloon girl!" David said excitedly as he pulled away the torn pieces of her t-shirt.

He could hardly control himself... kissing, licking and softly nibbling her ever-expanding chest. He then placed his mouth over her nipples and started to suckle her tits like a newborn.

Just then... a strange, but erotic, tingle in his private parts started.

He reached down to his groin area. It wasn't the excitement that was causing his manhood to grow. His penis and testicles were now starting to inflate like balloons! The helium must be escaping her breasts through her nipples, he tried to reason. Quickly, he unbuttoned his pants and threw them to the floor. His tight briefs outlined every detail of his ballooning sacks. Bonnie's eyes widened once again. What magical qualities this helium must have, she thought to herself.

"Don't stop!" Bonnie moaned, sliding the hose from her mouth and handing it to David. "Inflate me with YOUR sexy helium hose!"

David put the hose in his mouth and felt his penis and testicles start to swell quicker. His penis was at least ten inches long now and three inches in diameter. His balls were the size of overripe oranges. As he watched himself grow and lengthen, Bonny awkwardly slipped out of her jeans. Her gaze rested intently on David's ballooning manhood. With her pants laying in a jumbled pile on top of his, Bonny dropped to her knees and wrapped her little hands around David's gigantically engorged penis. She began to stroke him, rubbing her little hands along the fattening length of his plumpening pole as if she were stroking down a pipe. "I think I am in love," she moaned as she opened her mouth wide and just barely got her lips around the head of his fat penis. Her mouth was warm and wet. Her cheeks puffed out as he felt her tongue flick against his taut flesh.

David felt her huge breasts start to swell again. They were already the size of overinflated beachballs but now they were blowing up even bigger. He realized that the helium was going into him and through him and somehow was even filling her up as she sucked on his massive manhood.

Suddenly Bonny gasped and she stopped trying to swallow his huge penis up. She was panting as if she hadn't been able to get her breath. "You're too big for me to do any good at giving you any oral pleasure," she smiled, wiping the spittle from the corner of her mouth. She still gripped his mighty tool with one hand. David gasped himself seeing that he was almost 16 inches long and his balls were the size of volleyballs.

"I want you to try to put it in me." Bonny cooed as she awkwardly got to her feet. Her breasts were so enormous now she was having a hard time keeping her balance. With a grunt, Bonny fell backwards onto the bed. Her legs hung off the edge of the bed. David was surprised as she spread her slightly-tanned smooth-skinned legs that her vagina wasn't only shaved but her vagina lips were swollen.

"Please! I can't wait! Put it in me!" Bonny cried behind her gigantic breasts that totally obscured her head.

David moved up, pointing his giant ballooned up penis straight at her swollen vagina. As he pressed his gigantic penis head against her swollen warm vagina lips Bonny cried out.

"I'm sorry. I didn't mean to hurt you," David said, taking the air hose out of his mouth as he spoke. He moved his huge penis a little bit away from her swollen vagina.

"No no...It didn't hurt. I just felt something funny in my tummy," Bonny said. All David could see were her little hands holding onto the sides of her giant round breasts. Her nipples stuck up fat and hard and were bigger than any girl's he had ever seen.

David put the air hose in his mouth again, cautiously, and moved his penis in, pressing it to her swollen lips. He gently pushed it inside her and, unbelieveable as it seemed, it slipped a little ways into her swollen vagina.

"Oh yes! There! I can feel something happening in my tummy!" Bonny cooed in ecstasy. "What is happening? Can you see anything happening?"

David looked down at Bonny's slender belly as he gulped in the air. It didn't feel like his penis was swelling any more. When he looked at Bonny's tummy he knew why.

"Wow! Your stomach is starting to swell!" David said, the hose hissing as he took it out of his mouth.

"Keep doing it! Keep filling me up! Keep filling me up while you make love to me!!" Bonny cried, rocking herself on the springy bed, making David's huge penis slide in and out of her swollen vagina.

David clamped his lips around the hose once again, then placed his hands on her shapely hips and began to slip his huge manhood in and out of Bonny's vagina. His excitement grew as he watched her belly rise up and up and up, growing bigger and rounder and fuller. She spread her legs wide as his giant volleyball sized testicles rubbed against her inner thighs. Her breasts were starting to grow even larger.

"Oh yes! Oh yes! This is wonderful! I want more! I want more!" Bonny moaned loudly though her gigantic breasts seemed to be muffling her head. Her breasts and belly were soon so big they covered the side of the bed. David was having a hard time moving against her because her huge tummy was getting in the way.

David withdrew his penis, leaving Bonny wreathing in pleasure. He gulped in the air, feeling very good from the helium gas swirling through his system. His penis suddenly ballooned up until it was 20 inches long and 4 inches in diameter and his balls were the size of basketballs. He felt ready to explode--but only in the best way possible while making love.

He dropped the hose, twisting the valve handle to the OFF position. "Here I come, baby!" he said as he climbed onto the gigantic ballooned girl, sliding his enormous penis back inside her, or at least as much as she could take. With a cry of ecstasy he began to forcefully make love to the inflated girl beneath.

"Yes! Yes! Yes!" Bonny cried somewhere beneath her huge breasts. "Inflate me! Oooh...Oh... Oh yeah!"

Bonny's swollen body now resembled a balloon you'd see in a parade. She was pumped so full of helium, she actually started to float! David held her tight as he continued the rapturous rhythm inside of her. Kissing and exploring his pumped up lover was the ultimate experience. David was floating on top of his balloon lover, without a care, when he heard a knocking at the bedroom door.

"I'm back with food..." Stan yelled through the door. "You guys working on inflating those party balloons?"

David was shocked--he'd forgotten all about Stan! "Uh, yeah...we've been inflating the whole time you were gone." David replied. "Bonny...and I will be out soon."

"Oh, Bonny...all righty then...uh, take your time." Stan answered, thinking that David and Bonny must be having a really wild time playing with the inflated balloons. Little did he really know what was behind the locked door.

David returned to his feverish pace inside of Bonny. "I'm gonna pop!" he called out quietly as he felt a pressure down below.

"Oh, do it... Yeah, pop me!" Bonny answered in an orgasmic tone.

David couldn't hold back any longer. As he came, he began to hear a hissing noise. Bonnie let out a loud, then a soft moan of pleasure. Slowly Bonny started to deflate and drift toward the ground.

"We really did pop." David laughed in an exhausted tone. After kissing and holding each other for a little bit, David said, "I guess we better help the master of ceremonies get his New Year's Ball ready."

David and Bonny rapidly inflated balloon after balloon, laughing and playing like school kids. Soon they had the huge apartment fully decorated with the round beauties. By 9:30 most of the guests had arrived, and Stan's New Year's Eve party was a big success.

At 11:57 PM, Bonny grabbed David's arm. "Quick...follow me !" Bonnie said excitedly. She led David into his room and locked the door behind them. At the foot of the bed were two huge, fully inflated balloons. Bonny picked up the TV remote and turned the set to the countdown from Times Square. She then placed one of the balloon valves to her mouth. Smiling from ear to ear, David did the same, as the television speaker blared.

"10...9...8...7...6...5...4...3...2...1... HAPPY NEW YEAR!"

What a way to inflate in the new year !