What follows is as accurate of a description as I can write down of a very vivid dream I had the night of June 23, 2002. I have had lucid dreams before, but this is the first one I ever tried to write down.

If you have never experienced a lucid dream, I really feel sorry for you. You have no idea what you're missing. For your own good, please do some reading on lucid (no, not lurid, although a lucid dream could very well become lurid) dreams so that you too may experience just how vivid and awesome your dreams can get. For those too lazy to look it up, a lucid dream is one where you realize that you are dreaming, and can then begin to control the dream. Often when a person first starts experimenting with lucid dreaming, they usually wake themselves up with the realization that they are dreaming. That's the hardest part - kinda like when you're learning how to drive stickshift, you always stall it a few times before you get the hang of it, and once you're moving, it's easy. Same thing with lucid dreams - you stall (wake up) a few times before you get used to it, and then it's on down the road of controlling your dreams! This short story does nothing to fully convey the emotions, sensations, and the absolute detail of this dream. It is just the tip of the iceberg. If you've ever had an actual lucid dream, you know what I mean.

This story could be considered to be perverted, weird, sick, and/or erotic in nature. It does contain descriptions of sex and other sexual themes, even though it starts off innocently enough. If you shouldn't be reading this, don't.

Please try to read this with an open mind, and remember that it was just a dream. After I woke up, the memory of the dream was so vivid in my mind that I was able to spend an hour typing this story. I came back to it during lunch and added little details that I'd left out in my attempt to transcribe the dream before it faded, then corrected grammar and spelling. Between then and today, I've only shared this with one other person. On December 19, 2006, I added this intro text and made a few more small formatting changes, and now you see the end result. Enjoy, and since this is my first story to post online, please leave me some constructive comments - "Loved it" or "Hated it" doesn't help me - tell me WHY you loved/hated it. Writing style, colors, formatting, run-on sentences, punctuation, etc... Oh, and please don't re-post this story anywhere outside overflowingbra.com without my permission.

And now... On with the show. Finally.

June 24, 2002

I had a very unique dream last night. It started off like most dreams. I was somewhere I hadn't been in a long time, doing something odd, which somehow seemed perfectly normal, even though the dream is full of logic errors. It seems I was at my dad's old house (which he sold a few years ago), doing my laundry. I'd driven my current car, which I'd bought after he sold that house. So how my current car was at this old house that my dad still lived at just served to muddle the dream that much more. Anyway, dad's house was normally full of activity and people, but for some reason I was the only one there. Just me and the furniture and stuff. Even the dog was gone.

I was suddenly distracted from the laundry and felt compelled to make a phone call. I remember picking up the phone, but don't remember dialing it. But soon I heard it ringing as if I'd dialed someone. I realized that I knew I was calling a girl's house. I knew I'd never met her before, I didn't know her name, and didn't know why I was calling. I felt kind of worried... I don't want to piss off this girl I don't even know! And as I heard the ringing stop and the clicks of someone on the other end picking up the phone, I instantly realized that "I'm calling to ask her out on a date!" And just as quickly, still before the other person could say hello, my brain was screaming "but what's her name?!?!"

"Hello?" it sounded like a little boy, maybe 5 or 6 years old. I stammered for a second, and I found the name "Cinderella" (but wait, that can't be her name) and images of glass slippers and other fairy tale stuff flying through my mind for an instant, and I surprised myself by asking to speak with Alice. "Who's Alice?" I thought right after I'd asked for her. The voice on the other end sighed and most likely rolled his eyes as if I'd called and told him to clean his room, then told me to hold on. A moment later, a girl picked up the phone. She said hello, and I knew right away it was the girl I'd wanted to talk to, even though I'd never spoken with her before. I had no clue what to say - my mind was a blank.

Again, I unexpectedly found myself talking into the phone, as if someone was moving my mouth for me: "Um... Hi. I'm Jason. You're probably going to think this is really weird, but it seems my friends told me that there was a girl here who was not going out with anyone right now, and that I should call her and ask her out." At this point I decided that brutal honestly was the best policy. I continued, "I don't even know her name, what she looks like, or anything like that. You probably think this is pretty weird, huh?" I fully expected for her to be completely appalled and either begin laughing uncontrollably, or just hang up on me, but instead I was blown away when she excitedly said, with utmost sincerity, "I'm so glad you called!"

We talked for a long time... As if we'd known each other forever and were old friends catching up on what's happened since the last time we met... Except, we'd never met before!

I don't really remember what we talked about, but in my mind I was forming a very detailed mental image of this girl, whom I'd never seen before, and still didn't know her name. I remember her saying her name, but it sounded alien to me, and I couldn't pronounce it. And it just wouldn't stick in my mind. I know I'm bad with names, but this was absurd. I just was totally incapable of remembering her name, or even what letter it started with.

Well, anyway, you know how you always make a mental image of a person you're talking to on the phone when you've never met them in person before? For me it's usually a generic face with a generic body, usually something I think that the voice fits nicely with. You know, like whether or not you think the person is ugly or cute, thin or fat, whatever. But there are usually not specific details like freckles or eye color or mannerisms - things like that. But I had an image of this girl in my head with such detail it was as if I'd seen her on a daily basis for years. I was imagining things like a simple silver ring on one of her toes, feet wrapped in leather sandals with lots of straps, her soft, light brown skin (eastern Indian, but a little lighter than usual), 3 small earrings in one ear, one in the other, the conservative style of clothes she liked, her natural, unpainted nails that were perfectly rounded with just a little white at the ends, almost as if she had a naturally occuring french manicure, the way her lips and cheeks moved in that way when she spoke and smiled. And yet, I had not seen this girl yet!

Suddenly (as most dreams do) the dream blinked forward into the future. I found myself outside the house, on the cordless phone, taking out the trash, still talking to this mystery girl. As I walked down the driveway I heard a faint echo of half of our telephone conversation to my right. I looked over and found a girl who fit my mental image perfectly. Strangely enough, she was also taking out her garbage. My mystery girl on the phone happened to be speaking at the moment and the words I could hear through the telephone matched this girl's lip movements perfectly. I thought, "Oh my God it's her! What are the odds of that? She lives 2 houses away from my dad!" Then my brain had a small argument with itself: "But dad sold this house years ago!" "You're right, but shut up and go talk to her anyway!"

Again, the dream blinked from one place to another. Now I'm in my car driving to my new apartment (which I really did just move into a couple of weeks ago), with Alice in the passenger seat. She's making content little mewing sounds, even though my memory says we haven't even kissed yet. But to hear her, you'd think we'd just had a very serious lovemaking session, and she was still in the afterglow. And the way I was attracted to her, it was as if I was living out a lifelong dream, having met my perfect woman. And yet I tried to remember what happened from the time I called her to the time we got in the car and couldn't remember much aside from me opening the door for her.

We were driving this little 2-lane rural highway with relatively little traffic. You know the type - high speed limit, narrow road, lots of trees along both sides, maybe a single trailer home back in the woods but no other buildings otherwise... Out of the blue, Alice tells me she has a surprise for me, and without hesitation reached into my pants. I don't mean she stuck her hand in my pocket, either. She was going straight for the gold. Needless to say, this rather startled me, though I wasn't about to try to stop her.

It did become a little more difficult to keep the car in my lane when she found what she was looking for and began pulling on it. Now I was already aroused even before she stuck her hand down there, but the next part confused me. She basically made a fist around the shaft of my penis, just below the head, and firmly began pulling up towards my chin. She wasn't trying to jack me off and she wasn't squeezing it very tight - it was constant pulling pressure - more like she was trying to slowly pull my penis off my body. It should have hurt, but in fact it was quite the opposite. My erection subsided a little, and I felt a pulling feeling from directly behind my belly button. I suddenly realized that as she was pulling on my penis, it was stretching, growing, and yet still remaining quite firm and erect in her grip as it grew.

I was startled back to attention when I heard sticks and gravel on the car tires and had to swerve back onto the road. Phew, that was close... I told her that if she kept that up, I'd have to stop the car. She didn't say a word, but the look on her face and her sly grin said something like "do you promise?"

*Blip* I find myself still in my car, but now we're parked on the side of the road with the motor off. She's been constantly pulling on my dick, stretching it out for who knows how long, and it seems it's almost two feet long now. I suddenly get a completely different feeling, this time in the pit of my stomach - a sinking, depressing feeling. I'm thinking, "I'll never be able to get seriously intimate with a girl again, with a dick like this. 2 feet long and only an inch and a half in diameter? Pencil dick indeed..." But Alice suddenly sensed my sadness. She still had a firm grip on the shaft of my penis, just below the head, and somehow there was no sweat or clamminess between her hand and my dick. Her hands were so soft, warm and comforting. But once she sensed my depression, she stopped pulling, and immediately the pulling feeling from my belly button stopped. But my dick was still a freak of nature, nearly grazing my chin.

Without moving her hand or changing her grip, she began pressing down using the same amount of pressure she had been pulling out with. Since I still had an erection, I now felt pressure at the base of my cock from her pressing down. But this felt different from what I'd felt before. The pressure was spreading out around from the base of my cock. I couldn't really feel exactly what was happening like I could feel as it stretched in length, so I looked down and found that as she was pressing down, the extra length of my penis was being converted into thickness. So it was getting shorter and fatter - a little more proportionate, but it still looked very unnatural and disturbing at this point. The thickness was coming on from the bottom up, like someone slowly filling up a glass. It was thick at the bottom, then there was a step where the thick part ended and the thin part started, leading my weird pencil dick up to her hand.

I realized I was at the mercy of this girl, so I just let her do her thing, hoping I would still have a usable penis, and wouldn't look too much like a freak when she decided she was finished with me. I sat back in my seat with my hands at the sides of my thighs. I closed my eyes and tried to relax, waiting for it to end. Suddenly I felt something cold and metallic enter the hole at the end of my penis. I ripped my eyes open to find her inserting the type of needle you'd use to blow up a basketball or football... Connected to a bicycle tire pump! But that's not what really shocked me. What really shocked me was that now her hand was removed from my dick, and it was now about a foot long and 3" in diameter, fully erect. Almost the perfect cock... Except I still had my old little penis head stuck on top of it. If it hadn't been mine, it might have looked comical, especially with that ball-inflator needle stuck in it.

Whoosh! She began pumping, and I almost came right on the spot, the feeling was so intense. She gave me a look of pure compassion, knowing that what she was doing was throwing me into ecstasy, then she stared me straight in the eyes, and it was if she shouted at me, "NOT YET!" and then my cum took about 4 steps back. But I know I never actually heard anything, and I was certain her lips did not move.

I looked down at my cock again to find that the air pump was inflating the head of my penis! The startled look on my face must have triggered something in Alice, for she pumped it once again as if I'd said it was ok. I was almost in a trance, watching my cock head expand before my very eyes. With each pump, I wondered when she would stop, as it was already larger than a golf ball, and my cum was getting backed up, begging to be released.

*Blip* the dream jumps again. We're still in the car on the side of the road, and mysteriously, there is still no other traffic. I realize that there hasn't been any traffic ever since I pulled over. My cock is now flaccid, and lies along my leg like a large chunk of salami. It's longer and thicker limp than my old penis was when it was fully erect! I notice that not only has Alice reshaped my genitals (she enlarged my testicles to match that new cock) she transformed my skinny, lanky body into one that would make Arnold Schwartzenegger jealous. A quick look told me that the only hair remaining on my body was on my head and my eyebrows. No more hair on my arms, legs, chest or armpits, and no more pubic hair either.

Then my logic tried to interject again: why is she so nice to me? And just who is this simple looking little girl who fit my initial mental image so perfectly? I felt like I was in an episode of The Twilight Zone - it was kind of spooky. But I wasn't about to run away from something like this.

"Wow," I say, "you've done so much to me! But... why? I mean, we just met on the phone like a couple hours ago! And you're so beautiful... How come you didn't have a boyfriend? I w..." I had so many questions, but she silenced me and answered without saying a word or moving a finger.

She looked at me with an expression of love and maybe a little confusion mixed in, and it was if she was telepathic or something. Suddenly the floodgates opened and I found her memories and thoughts pouring into my mind... I saw, through her eyes, failed dates where the guy had freaked out and didn't let her finish her transformations to him and had dumped her on the side of the road or whatever, guys who were just real jerks or could not satisfy her sexual wants and desires... And these memories she was sharing with me - they weren't like videos on the TV... I could feel the hard, cold, wet ground when she landed on it as one guy kicked her out of his car. I could see the faces of her ex-boyfriends. I could feel her anguish, her hope, her anger, her desire, and her fear. Her memories were now a part of my own, as if I were the one who had experienced them.

Then she decided she'd shared enough negativity with me, and began flooding my mind with more pleasant thoughts: satisfaction in finding me- that somehow she knew that I was the one for her, that she knew I was different from the other guys she'd tried to date... And I knew she was right - I was willing and able, and now, because of her skilled hand and mind, fully endowed to do with her the things she and I both wanted.

We came together to kiss, and immediately our mouths were open, sucking lips, exploring each other's mouths with our tongues. During the kiss, I found something else she'd done to me... My tongue, even though it felt the same as before, was now capable of stretching out - enough to reach down her throat - literally. And it felt like I could just keep going and going... But I didn't want to gag her so I pulled my tongue back and settled with massaging her wisdom teeth and gums with the tip of my tongue. Her mewing sounds continued... And something began changing about her... And me too! I felt my tongue becoming... Stiff? I couldn't move it around as much as before. I felt it curling up into a round shape. And suddenly I noticed I couldn't feel her teeth with my tongue anymore. Her mouth was becoming so soft and velvety. We were still locked in our kiss, she was still sucking my tongue like there was no tomorrow, and this transformation was going on between us, not interrupting us at all.

I began to notice that we were no longer sucking lips or tangling tongues. I was moving my face back and forth, keeping my tongue in her mouth the whole time while she sucked and squeezed my tongue with her mouth in ways I never thought possible. I reluctantly broke the kiss and as I pulled away from her face, I realized that she had changed her mouth into a vagina, and that my now rigid tongue was a cock! I still had my lips, but like her, I'd lost my teeth as well. Fleeting thoughts of not being able to eat with this dick hanging out of my mouth blipped thru my mind, but then pure animal arousal took over and I plunged my tongue-cock back into her mouth-pussy for a literal face-fuck. Somehow she gave my upper lip the dexterity to tickle the clitoris that used to be her nose while we were engaged in this face fuck, and she was getting hotter by the minute.

About this time my alarm clock went off, back in the real world. God dammit! I jumped up, slammed my fist into the clock, turning it off, and got back into bed, hoping and praying I could return to the dream right where I'd left it.

Thankfully, it was close enough. I found myself back in the car, still parked on the side of the road, and our faces were back to normal. We were giving each other that deep smoldering stare that we both knew meant that there was no turning back now. I looked out over the steering wheel, staring down the empty road as I held her hand in mine on top of the gear shifter, pondering what had just happened. I felt myself mentally and knew that I was still the Adonis she had sculpted me into. I still wanted to know why, but that thought was rapidly fading. I was going to have to get used to this new body.

I felt her tug at me mentally, so I turned back towards her and she gave me a seductive look and pushed a few images into my mind. I knew we weren't going to be able to do what she had in mind in my car.

We practically flew home on strangely empty roads, blowing red lights and stop signs, drifting the car through corners and keeping the speedometer pegged as much as possible. In the real world there's no way that car could have done the things I made it do, nor would it have survived the damaging maneuvers, power shifts and high speeds I put it through (power shifts? It's an automatic in real life!). Nevertheless, we got there in one piece and the car seemed unaffected. And not only did we not see any police, we never saw another vehicle at all, aside from those in parking lots and car dealerships on the way.

The dream skips again, and we're now in the bedroom of my new apartment, both completely naked, and she's even more beautiful than I'd first noticed. I'm lying on my back in the bed, with my hands up behind my head, admiring my sex goddess Alice. She is standing next to the bed and has just finished getting undressed. Her body has just the right amount of baby fat on it to keep her curves oh-so sensual. Her face is that of an angel - a beautiful smile, perfect teeth that aren't too white, a gentle chin, a cute little nose, and there seemed to be a halo of light around her head of long auburn hair. Her breasts are not tiny or huge, they're perfect to me - I'd guess a C or maybe even D cup, and proportionate to her frame. She's only a couple inches shorter than me, and I'd guess about 120-130 pounds. She has the most beautiful legs - sleek, not a hint of hair anywhere on them, with nicely rounded calves, and thighs that taper up into a cute round ass. Her legs are so smooth, it's as if her body never grew hair there in the first place. There's only the invisible peach fuzz. Same for her pubic region - completely bare, and smooth as velvet.

She and I mentally fondle each other for a few moments when she decides she's had enough of that, and pounced onto me. She's now straddling me with her knees on either side of my hips. She slowly, teasingly leans down to kiss me. Again, our mouths begin transforming like they did in the car, only much quicker this time. I almost felt like I'd initiated my mouth's transformation that time instead of her. The thought crossed my mind: "is she giving me some of her abilities too?" Soon, we're engaged in another face fuck, even more intense than the first time.

Without warning, Alice slowed down the pace of the kiss/fuck, and begins concentrating on something. My dick was already at attention, waiting to find a home in her slippery wet love nest, just inches above the head, as she's still on her knees. As she concentrates, I feel a pressure inside my dick, kind of like getting an erection, even though I'm already fully erect. Suddenly I feel the slippery entrance to her slit beginning to press against the head of my cock, but I notice that her hips haven't moved an inch. I pull my tongue-cock from her mouth pussy and look down to see my cock standing a good 18" long and thicker than a can of soda, bulging with veins, and with the tip of the head, now almost the size of a baseball, just barely inside the entrance of her pussy.

She contorts the lips of her mouth-pussy into something I interpret as a smile, and begins to sit up straight, still on her knees, with my oversized erection just grazing the entrance to her vagina. Slowly, she begins to lower herself onto my cock. I wince as the head pops into her vagina - it's so tight it hurts! She stopped lowering herself at that point, perhaps a little startled herself. I feel like I'm ripping her apart with my cock, and I look into her eyes with concern - there's no way that huge cock she's given me will fit inside her without ripping her wide open! I suddenly notice that she's got her normal mouth back, teeth and all, and she gives me this devilish grin, as if to say, "you have no idea..."

I felt my cock begin to expand even more! I could see and feel it stretching in both length and width, with more and more skin disappearing into her pussy, and as its width increased, it was slowly beginning to push her legs apart! I could see her stomach begin to bulge as my ever-growing cock worked its way up into her... The feeling was indescribable! The tightness was almost overpowering... Even though she was still up on her knees, I felt like I already had my entire cock up inside her - I was so used to my old cock, so much shorter than this one...

I opened my eyes again to see something outrageously huge sticking out from between my legs - my own cock! It was almost as thick as my old, pre-shape-shifted thigh, and who knows how long, and it was crammed into her pussy... How something that big fit into such a small girl, I could not fathom. I also caught a quick glipse of my balls behind my monstrous cock. They looked easily the size of grapefruits inside my ball sack, but the sack was still wrinkled, not tight like you would have expected.

Alice grabbed my attention away from my balls by beginning to lower herself onto my cock again. At this point I feared I would break her in half or maybe even choke her with this thing as she lowered herself onto it, but she seemed to know what she was doing. I didn't want to thrust up into her for fear of hurting her. I mean I could see the bulge caused by my penis just starting to enter underneath her ribcage for Christ's sake! She showed no concern at all - she just took a deep breath, expanding her ribcage more than I would have thought humanly possible, and took all of my oversized cock into her. When she finally hit bottom with her pubic mound touching my pelvic bone, she had the most satisfied look on her face... I couldn't believe it, even though I'd seen it with my own eyes. Her hips were flared wide to accommodate the way she'd inflated my cock, yet she showed no discomfort, her breathing was normal (though it did look a little odd with her ribcage puffed out like that), and I saw no stretch marks. Her skin was still soft and pliable, not tight like I would have expected it to be. I still couldn't get over how she'd managed to get that thing inside her - I figured the tip of my cock must be somewhere right below her neck!

After savoring the feeling for a few moments, she leaned forward towards me, and as she did so I saw her mouth contorting back into that familiar pussy, and I knew what she wanted. I reached out with my long tongue, which was itself already getting rigid again, and my tongue met her face-pussy about 10" before our noses bumped. Funny, I don't remember my tongue being that long... But the intensity of her mouth/pussy's grip on my now solid steel tongue/dick was so strong I didn't stop to think about it. We writhed together like that for god knows how long. I felt both of her pussies go through so many orgasms... It was amazing to feel my log of a cock being squeezed by almost her entire body, while at the same time her mouth pussy was spasming around my tongue cock. And when she'd orgasm, both of her pussies would convulse in unison, as if they were one. It was unbelievable.

We had been fucking like this for at least an hour... Finally I felt that familiar boiling feeling between my legs... It manifested itself as a burning sensation that started in my toes and fingers, slowly working its way towards the center of my body... And when it hit, I came like I never imagined possible from both of my cocks. It sent me off to another world, completely detached from my body. It was so intense, all I could feel was white heat, like my entire body was in that "pins and needles" sensation, and I was blinded by white light from every direction, even with my eyes clenched shut. I couldn't hear anything - I felt as though I was screaming at the top of my lungs but I didn't hear a sound. Every muscle in my body was straining, thrusting for all I was worth. The pure energy of the orgasm seemed like it would never end.

I was finally regaining some of my senses after that mind-blowing orgasm, and the first thing I noticed was that I was still pumping cum into Alice, who was herself still lost in a world of ecstasy. Then I noticed a soft, pulsing pressure against my chest from above. The pulsing sensation coming from it matched the pulses of my cum almost perfectly. It seemed my cum was going directly to Alice's breasts, causing them to grow! She started coming down from her umpteenth orgasm, and broke our kiss-fuck, sitting up to cup her still-growing breasts. I felt my tongue dick go limp as I pulled it back into my mouth, and saw her mouth pussy return to normal. She was entranced by her still-growing bosom, probably just like I had been as I watched her inflate my cock head in the car. The look I read on her face meant that she finally had what she's wanted all her life. My telephone pole of a cock was still pumping cum into her, and as I was still coming down from my high, I began to wonder when or if it would ever stop. Her breasts were already overflowing her hands at an E cup or so, and at this rate she'd bury me with her boobs in just a few minutes!

After a little while (hard to measure time when you're experiencing something like this) I felt the flow of cum start to slow down. She noticed it too. I felt my tree-trunk cock begin to shrink inside of her, without going limp. She was using muscles I didn't think existed to keep squeezing every last drop of cum from my cock as it shrunk out of her. All the while, she was somehow continually keeping her overstretched vagina very tight around the cock she'd made for me. She stopped shrinking it at the Adonis-sized foot-long pole she'd first endowed me with in the car, then lifted herself off me after she was sure she'd gotten every last drop out of me. Her vaginal muscles were so flexible and tight that even with the relatively small Adonis cock, there was still an audible pop from the suction as the head of my penis popped out of her.

She laid down next to me in the bed, still hugging her newly grown breasts to her chest, which I would guess were somewhere in the G cup range, maybe larger - it was hard to tell. They were very large, but not freakishly so. Other than her breasts, her body was totally unchanged. Her stomach and pubic region showed no trace of the monster that had just invaded them. No cum leaking out, no stretch marks, and abs as tight as a drum. Her new breasts had no stretch marks either, and they had nipples and areolas proportionate to their size, and were firm, but still soft. They rolled naturally to the sides of her chest when she let go of them. Definitely something to enjoy. We laid there in the afterglow for a while, with some soft petting and light kisses on each other's faces. I laid there in almost total disbelief of what I'd just experienced... but it was so real. I was aware of the fact that I was dreaming this, but it all seemed so real!

A little later, I finally woke up. As I rolled over and started opening my eyes, I felt something cold and wet touch my leg. Startled, I pulled back the sheets to find that I needed to wash them in the worst way after that dream... I glanced at the clock to find that I was now late for work... *sigh*

I got up, brushed my teeth and did all the morning ritual stuff. After I got dressed, I saw only one clean outfit left in my closet, and an overflowing dirty clothes hamper. I realized I still hadn't bought myself a washer and dryer for my new apartment. And boy, do I hate Laundromats... On my way to work I began to ponder who might have a set I could use... Maybe dad will let me use his?