We stumbled up the steps to her house, the wine from our dinner having had its effect. She stopped in front of her door, and turned to face me, a coquettish grin on her face. "Well, I should be going to bed now I suppose, like a good girl," she giggled. She poked her finger into my chest, dragging it slowly down over my shirt as she spoke. "Are you always a good girl?" I asked. I was standing on the step below her, but still I was taller than her. I moved closer, until our bodies were just a few inches apart. She looked up, her eyes glinting mischievously. "Oh no. In fact, almost never. That's why I'm trying to practice more." Her finger had made its way to the bottom of my shirt, and hooked inside the top of my jeans. She used it to pull me towards her, stood on her tiptoes to reach me better. "You don't want me to miss my practice, do you?" "Oh no," I said, our lips almost touching. "That would be very... bad." I could feel her breath, warm and gentle, on my lips, before I leaned in for the kiss. It was a slow, soft, passionate kiss, the kind of kiss fueled by sexual tension and an evening of wine and good food. It went on a long time. Finally I pulled away. She followed my lips, looking hungrily at them, but I pushed her gently away. "You're right, you should be a good girl. And I think I know how I can help with that." A little look of disappointment flashed across her face, but I continued, "See, I'm quite an expert on good girls. Maybe I should come inside, and make sure that you're being good. I can give you some tips. Help you out, know what I mean?" She smiled. "Well, how can I turn down an offer like that?" As she turned to face the door, searching in her bag for her keys, I moved close behind, and grabbed her waist firmly. She was very slim, and I could touch my thumbs together and still grasp around the sides. I ran my hands down, around the expansive curve of her hips. Her tight dress made it easy to follow the contours. She turned her head slightly and smiled. She'd caught me staring at her butt all night, she knew I was desperate to see more. The door opened, she grabbed my hand, and pulled me through. "I'm on the top floor," she said. Before she could start up the stairs, I grabbed her under her knees and swept her off her feet. "Let me help." I started out up the stairs, carrying her in my arms. The bare skin of her legs and her back, exposed by her low dress, was warm against my arms as I climbed upwards. Her skin was perfectly smooth, and felt so good, rubbing gently as she bobbed back and forth, swayed by my motion as I stepped ever upwards. Now we were on the first floor. I paused to lean over and kiss her, then look upwards. "Which floor are you on?" "The seventh. Normally I take the elevator," she replied. I inwardly cursed, but I couldn't stop now. "The exercise will do me good!" I joked, trying to sound cheerful as I set off again. I tried to concentrate on her skin, on her small breasts sitting proud on her chest, pushing up on her clothing. Her large nipples pushed further outwards, poking the fabric. Her long, dark hair draped downwards. "We can stop if you like," she said kindly, half way up the third staircase. Only pride had kept me going so far, and evidently I was struggling. "Yeah, you're right, you should walk from here. You need to keep fit!" I said, trying to rescue the situation a little. She just grinned at me, as I placed her back on the floor. "I agree, I need the exercise too." Another cheeky grin. Then, she did something that amazed me. Quickly, before I even had a chance to realise what was going on, she bent her knees and scooped me up, holding me just as I was holding here not a minute before. "You only left me four and a half floors though!" I was too stunned to respond. I'm a large guy, over six feet tall and quite well muscled, yet here was this tiny girl lifting my entire weight. Hardly breaking a sweat either, meandering up the stairs as easily as if I were a bag of groceries. In retrospect this should have prepared me for what was to come, but at the time I could only sit there, mouth gaping. Floor after floor disappeared below us as she took me upwards, until finally we were in front of the door to her apartment. She let me down, I stood up straight, and just stared. "How did you do that?" I asked incredulously, but she didn't answer. She opened the door to her apartment and sauntered in. I slunk in behind her, feeling a little emasculated, but all that melted away as she reached down and pulled her dress up over her head. She languidly stretched out her right arm, the dress hanging from her outstretched hand, and she paused. Naked, except for a a lacy thong, nestling between the excessive curves of her butt. Gently, she let the dress fall. She remained still for a minute, letting me drink in her body, and I obliged eagerly. My eyes followed the contours of her body down from her shoulders as they gently tapered towards her tiny waist, then flared out outrageously around her hips. Further down I looked, past her smooth, silky skinned thighs, down past the back of her knees, down along her taut calves, down to her pretty ankles. Her bedroom was off to the left, I could see. That's exactly where she turned. I continued watching as she turned and slowly walked towards the door. Again, I could only stare, until she paused in the doorway. "You coming?" she asked, before slinking inside. I needed no second invitation. It took all of my composure to walk slow, trying to play it cool rather than rush in and jump on her. When I got into the room, she grabbed me, and shoved me violently onto the bed - again, such strength! Quickly she was on top of me, unbuttoning my shirt, so I reached up and took her waist again, ran my hands up and down her body. Up to her pert, small breasts, down across her stomach, around her hips and back to grab her ass cheeks. She was done with the shirt buttons now, so I sat up and struggled out of it as she moved on to my jeans. Her movements were swift, like she was desperate to get me naked, and I almost lost myself in the moment before I remembered something. I placed my hand on hers to stop her. "There's something that I have to tell you," I said. "Um, it's kind of awkward." "If you're a virgin, that's okay," she replied. "No it's not that... it's about my cock. It isn't exactly... normal sized." "You mean it's small? That's okay. I'm not a big girl," she said - and if she was disappointed, she hid it well. But that's not what I needed to tell her. "No, quite the opposite in fact. It's big. Too big. I think we might have some problems." She looked at me incredulously. "Yeah, guys say that a lot. How big, exactly?" "It gets to something like fourteen inches..." I trailed off. Again with the incredulous look. I guess she didn't believe me, but she removed my hand and continued unbuttoning my jeans. Quickly she was done, and pulled them down past my legs. "Oh wow," she said. "You weren't kidding." Lying on the bed, wearing just my boxer shorts, she could see exactly what I meant. Still not erect, my penis lay between my legs, resting large and fat. Even unexcited, it was around twelve inches long, the end poking out at the bottom of my shorts. "You know, I have kind of a thing with size too. Fourteen inches might not be enough," she said, and winked. "What do you mean?" I asked, but she just ignored me. She started peeling my underwear off and chucked them into the corner of the room and I lay there on the bed, totally naked. My penis lay in turn on my legs, thick and long. She looked at it hungrily, then grabbed just under the head. Even flaccid, her tiny hand could barley hold half of its circumference, but a gleam in her eye told me she intended to enjoy it nevertheless. Her other hand wrapped itself around the base, and she moved slowly forwards until it rubbed gently against her warm body. She put the head just below her breasts, and leant forwards, until she was lying on top of me, my penis between us. Her vagina, wet and hot, she placed right at the base, and as she leant forwards, she kissed me again, long and deep and passionately. All the while, she moved her body, dragging her moist lips along my cock, all the time letting her weight press down. The result was amazing - she was using her whole body to get me off. And it worked; as the feeling of pleasure washed over me, I could feel the blood rushing to my penis, engorging it, swelling it still further. She continued, moving all the way until she was at the base, and now with its increased size, she was able to lick the head briefly, before in one long, languid motion, she pulled her whole body up and along the length of my enormous dick. By now it was completely rock hard, and the head hovered just a few inches below my chin. "Fourteen inches?" she asked. "Maybe more like eighteen?" I replied sheepishly. Again though, I was surprised that instead of fear, she had a wild, hungry look in her eyes. "Oh, I will enjoy this all night," she said. "Maybe I can coax a couple extra out of you too?" She retreated back down my penis, even further this time, so her mouth was just above my balls. Her back curved, her ass was in the air, as she put her tongue at the bottom of my cock and wrapped both hands around the shaft. Even together they couldn't reach around my gargantuan member. Instead she simply placed the palm of each hand against the side of the shaft. Then, she pulled her body along it again, sensually licking, squeezing and massaging, all the way along the length. It felt incredible. And then, her vagina, sliding easily all along the shaft, leaving its juices behind. This time as she reached the top, I grabbed her hips and pulled her forward until her vagina was just in front of my face. I pushed out my tongue onto her entrance, pausing to drink in the smell and taste, before pulling it slowly, ever so slowly, up between her lips, over the top of her clitoris, and out. Again, I plunged my tongue onto her, using its entirety to press roughly. She moaned a little and I went in once more and once more, each time so slowly. I reached up one hand to place behind her neck, the other still on her hips, and I lifted her to place her down on the bed. This time my tongue sought out her lips straight away, quickly flicking the top of her clit a few times before I settled down between her legs. One hand underneath her ass, one beside me ready for later. I moved in, but this time, turned to kiss the inside of her thighs. Large kisses on the soft, delicate, warm skin of her inner legs. I moved in, but this time, went past and over her, kissing her stomach, the silken skin covering a solid abdomen. Further up I moved, until I could ever so softly kiss the nipple of her left breast. Instantly it became erect, erect and enormous. I moved downwards again, and again, went to kiss her thighs. This time though she grabbed the back of my head and forced me, with that incredible strength of hers, towards the place she wanted me. I obliged happily, hungrily licking, sucking, kissing. She moaned and writhed as I used the tip of my tongue to play around and on top of her clit; she wriggled and sighed as I sucked on it; she gasped as I pushed first one then two fingers inside of her. I kept going, tickling, teasing, stroking, sucking, sometimes hard, sometimes soft. Another moan, and I felt her legs tense up. I was getting close. I increased the pressure, enjoyed the feeling of her clitoris rolling under my tongue as I rubbed it. Her legs started shaking, her moans came more often, louder, and I kept going, harder. She was almost there, she let out a loud gasp, and her hips lifted off the bed, taking my head with her as I held onto her hips with my free hand. Still licking, still teasing, until finally one last, violent shiver wrenched her away from me. She collapsed on the bed, shaking, and I collapsed next to her. I watched her face, eyes closed crumpled in ecstasy for several minutes until she finally came down. Her eyes opened, and she stared straight into mine. "That was perfect," she breathed heavily. She bit her bottom lip with her top teeth. "Now, let me repay you!" Quick as a flash I was on my back. She had simply flipped me over with one arm as if I weighed nothing before climbing back on top of me. With one hand she cupped underneath the head of my penis, and brought it up to her mouth. There, she stuck out her tongue and played with the very tip. She grabbed the shaft with both hands, one in the middle, one a few inches under the head. Then I noticed something. While at first, her hands couldn't even reach half way round my cock, now she managed to hold it properly, albeit only just. Her hands seemed larger somehow. I looked over her quizzically. Everything seemed just a bit bigger. Her breasts, previously barely there, were now jutting out of her chest much more, enough to fill my hands certainly. Before my cock reached almost to her nose when she was sitting on my hips, but now she had to tilt her head downwards slightly to touch it with her mouth. "You seem bigger, somehow," I said eventually, feeling a little stupid but unable to keep my question inside. She paused, then looked my in the eyes. "Let's just say that you're not the only one who has... 'problems' with size during sex," she said matter-of-factly. "Here. I'll show you something." She climbed off me and knelt next to me, so that her knees were close to my head, and spread her legs. She leant back slightly, leaning on one arm while the other hand traced its way down her body. It pulled itself over her breasts, now several sizes bigger than when we started. It moved down across her waist and stomach, still small but firmer. It moved down between her legs, longer and slightly muscled now. It found its way onto her pussy. She started playing and rubbing. Rolling back her head, she let out a small moan as her fingers deftly played. The other hand she ran up and down her body, stopping to cup her breast, tease the nipple, then back down towards where the other hand was constantly massaging, playing. Suddenly she gasped as she got closer to the edge. Her fingers kept going, as I saw her leg muscles tense. Over and around her fingers went, rubbing and rubbing harder and harder. Another gasp, this time she left her mouth open as she started to shiver, the pleasure beginning to well up inside her. She put the free hand behind her head. That's when I saw it. At first I wasn't sure, but her breasts seemed heavier somehow. Her hips, slightly wider. I watched, unsure what I was seeing, unable to believe it, even though it was obviously happening, and had already happened. But then, as she came to climax, there could be no doubt. Her motions were frantic now, toying still, her entire body tensed and ready for the release - and when it came, it was glorious. She let out a long, feral moan, her body shivered and shook, as the wave of pleasure washed over her. As it did so, her body transformed. Her breasts swelled, becoming heavier and larger, growing downwards and outwards. Like water filling a balloon, they kept expanding, further down across her ribcage. At the same time her entire body changed - her stomach became firmer, her legs and torso became longer, tauter. On the arm still behind her head I could see her bicep bulging, from what was previously barely a bump into something tight, hard, raising an inch from the rest of the arm. Her shoulders expanded, her thighs became thicker. Finally it was over, and I surveyed the results. She watched me stare at her. I reached up to feel one arm; it was solid. Her triceps stood out even when relaxed. She took my hand in hers and put it on the bicep of her other arm, so I could feel it as she flexed. It bulged, filling my palm easily with rock hard muscle. I ran my hand across her thigh; it was tight, swollen with muscle. I reached up to cup her breast; it was huge, resting heavily in my hand, at least the size of a grapefruit. She leant forwards until her mouth was next to my ear. "This is just the beginning," she whispered. Quickly she jumped back on top of me, and resumed her gyrations against my penis, up and down, up and down. Now her breasts rocked pendulously as she moved back and forth, their weight pressing down on either side of my cock as she went. She placed her pussy right at the head, so that her knees were next to my head, before dragging herself down the full length of my penis, her wet juices smearing themselves, lubricating the way as her body followed. Her nipples were erect, and traced a line down my chest as her breasts dangled either side of the main event in the middle. When she could, she used her mouth, her tongue, to play with me even more. She kept going, kept growing. Just slowly, and if I wasn't looking for it I wouldn't have noticed. Instead of the intense orgasmic pleasure, she was constantly turned on, constantly exciting herself in small amounts. You couldn't tell by watching, but by looking away and then back. This suited me perfectly. First I concentrated on her butt as it rose and fell in rhythm with the rest of her motions. Every time she reached the base of my dick with her mouth, her butt was high in the air, round and superb. Even at the start it was curvaceous and plump, but now it was even more so, wider, larger, firmer. Next I looked down to her breasts. When she was resting her chest on my penis, her breasts dangled around the side and pressed into my own chest. At first her nipples just brushed my skin, now they were resting on me entirely. Her butt rose again, and each time, seemed to get higher and higher as her legs lengthened and grew. Her thighs expanded, mostly in length but also in girth as the muscles under her skin engorged and bloated, thick cords of muscle pressing upwards and outwards. As she dragged her body along my cock, her movement finished with her chest upright and her pussy hovering just below the head of my cock. In this position, her weight was resting on her arms, causing her triceps to bulge outwards, getting bigger with every motion. I tried to grab her arms but my fingers couldn't even reach around her thick biceps. Back down she went, and this time on the return, her breasts were so big, so heavy, they dropped off the edge of my chest. The next time, her nipples reached down further, the next time, they touched the bed either side of me. I was writing in pleasure, using my hands to explore every part of her, running my hands across her solid muscles, as far as I could reach around her enormous, perfectly curved butt, up and pushing into her vast breasts. This time as she reached the bottom she stopped and sat up. I looked at her, in awe. Her waist was previously small enough for me to touch my thumbs together while reaching around the sides, but no chance of that now. It was wider than my hips, and her abdominal muscles rose prominently from it. Like the rest of her, it was solid, strong. Her proportions were just as outrageous as before though - her hips, still curvy, were still twice as wide as her waist. Her round butt cheeks extended outwards before sweeping back to meet the tops of her thick, long, muscular thighs. Her breasts were just huge now. The bottom curve sat just above the bottom of her ribcage. They jutted out from her body almost a foot - they were easily bigger than my head. They hung down and overhung the edges of her chest, so that they even obscured her arms a little. And what arms! Triceps and biceps stood prominently even when she was relaxed, large bulging curves matched in size by her massive shoulders. She reached up to brush some hair out of her face, and this gently swift movement caused a commotion on her arms as the bicep contracted, swelling excessively. I looked up at her face, so far away now. My cock, formerly managing to brush her nose or chin, couldn't even touch the bottom of her breasts now. She must have been at least twice my height. She bit her lower lip. "I think I'm ready," she said. She placed one foot either side of the bed, and maneuvered herself until her hips were directly above mine. She reached down with one hand, now big enough to wrap my entire penis, and hefted it until it was vertical. She used the other hand to part her lips. The excitement was intense - I had never been inside a woman before, more than a couple of inches, and it had never been fun for them or me. But now, with this amazonian goddess on top of me, it was about to happen. The tip of my cock brushed against the front of her as she pulled it towards her. Now she had it at her entrance, and I could feel the warmth, feel the juices just touching me. The anticipation was everything, and she knew it. She held me there, her thighs spread wide, her long, strong calves easily holding her body in that position. She was teasing me, but at the same time, I knew how bad she wanted me, how bad she wanted my eighteen inch cock to fill her up more than she had ever had before. Finally she started to lower herself onto me. It was still really tight - she wasn't quite large enough for all of me yet - but she was big enough. Gradually she let herself down, savoring the feeling of me sliding inside of her, just as much as I did. Deeper and deeper I went, her wetness enveloping me. I looked up into her face, her eyes were closed, her expression ecstatic, until eventually she stooped sliding. I looked down, and saw that there were still four or five inches left to go. She looked at me wide eyed. "That's all I can take!" she gasped, before adding, "For now... I guess I'll just have to get... bigger!" Just the thought was enough to make my cock spasm, to engorge and widen. She yelped at the feeling as my cock grew even larger as I thought about her already giant body getting larger. She took the hint, and started moving upwards. Her thighs tightened as she raised her body until only the head of my dick was inside her. Then she plunged down, swallowing up as much of me inside her as she could take. At the bottom she paused, then, ever so slowly, raised herself up until I was almost out of her. Then a quick, frantic, downward descent to engulf me. This time the upthrust was just as violent, but the pause came at the top. Now down again, slower, and up, slower, now down, quickly, now up, frantically. Each movement was ecstasy as her pussy, even her giant pussy, was wrapped tightly around my huge member. I clenched my fists and grabbed the bedsheets to help relieve the tension, the intense pleasure that I was feeling. Whenever I was able to open my eyes, I could see her also strained from excitement, her stomach tense, her legs tight. On and on it went, I don't know for how long. It could have been years, I wouldn't have cared, it was just perfect. Then it happened. The build up was so much. Suddenly my breath was taken from me as the orgasm began. I felt my ball-sack twitching, ready to unleash. I tried to keep it back, tried to hold on, tried to make the moment last, as long as possible, as much as I could. I could see she was also nearly there, I had to keep it in, but suddenly, it became too much and I let go. A long, cathartic release that gushed inside of her gloriously. Her vaginal muscles clenched at that exact moment, as she too began to orgasm. They clamped down on my cock, holding me in place as I came, and kept cumming. Just as I thought it was over, she convulsed, causing her pussy to contract around me once more. The feeling was ridiculous, amazing, and apparently I wasn't quite done yet. Another huge spurt welled up inside me, moved along the length of my cock. I could feel it shooting through and ultimately out. This was exactly what she needed to tip her over the edge. This time the reaction was even more extreme than before. Instead of slow, the transformation was rapid. Her breasts exploded forth, the skin becoming tight as they swelled bigger and bigger. They marched forwards and out, defying gravity as they became ever more huge. The bottom curve passed the bottom of her rib cage, her nipples, erect and proud, pushed outwards further and further. Her shoulders bloated to improbable proportions; her biceps surged; her legs bulged; every part of her distended. Her torso grew, her legs stretched outwards. She had to put her hands up against the ceiling - despite sitting on the bed, her head nearly reached the top of the room. Her thighs, still spread out over me, reached out across the edge of the double bed and kept going. Her knees were almost touching the wall behind my head, way above my head. Her calves alone must have been at least five feet long. By now her breasts were starting to slow their growth. Her belly button was only just visible in the gap between the curves at their bottom. They protruded away from her by several feet, and her nipples still further. I reached up to grab one, I could barely fit it in my hand. The flesh around it was soft and yielded to my pressure easily, and almost instinctively I started to knead and push and play. My hand disappeared as I pushed it into her breast almost half way up my forearm while barely making a dent in the enormous mounds of flesh. Her head bent slightly, reached out an arm. "What do you think?" she asked coyly, a she brought her fist round in front of her to flex. Her bicep bulged out of her arm, easily the size of a melon. I was still trying to comprehend the immensity when she actually flexed. It ballooned still further, still further, growing. With her other hand she grabbed my own and placed it onto her swelling bicep. It must have been the size of a watermelon now. My hands couldn't even begin to cover it, they looked so small as I ran them across the colossal bulk. This monumental creature looked down at me. "Now, I can take all of you," she said. "Wait, are you sure that's a good idea?" I managed. "There's not much space left in this room!" "Shut up and fill me. I want to feel every. Every. Inch of you." She reached down and placed one massive palm underneath me. I hadn't realised it, but she had been supporting her weight the whole time using her legs. A good thing too, she surely would have crushed me and probably the bed if she had let us bear her tremendous weight. Instead, she used her hand to simply lift me. My cock, which had been lying sloppily beside me, began to wake up and come to attention. Her massive legs splayed either side of the bed, her feet touching the wall, she leaned forwards so that her absurd breasts swung forwards. They rested on my torso, and I could feel their immense weight as they pressed down on me and flowed over either side of me. They covered my upper body entirely, their weight almost pinned my arms to the bed. The feeling was incredible. I used my hands, my entire arms, to begin to massage, to push, to squash and to mash the immense amounts of breast flesh. My dick was now rock hard, and she knew it. One hand, so strong, lifted me off the bed while the other guided my erect member into her once more. She used her strength to simply hold me up, then push me inside of her. In I went, in and further in, each and every inch. Every single inch of my cock was inside her now, and it felt incredible. "You're amazing," she gasped. "Amazing!" I couldn't reply, I could just sit there in ecstasy as she maneuvered me in and out, supporting my weight with one hand under my butt, the other under my shoulders. She lifted me up until I was completely filling her, then lowered me down until I was barely inside. Up and down, she kept going, I weighed nothing to her - I was just a toy at this point. Finally it started again. The cum welled up inside of me as the pleasure grew and grew. I tried to keep it in again but I had no chance. I grabbed one of her forearms, gripping it tightly, so tightly, as I almost burst trying to hold it back. Then, eventually, I could take no more, and I unleashed inside of her. I gushed, for what seemed like minutes, as more and more came out of me into her. It was electrifying, the most intense experience of my life. When I stopped, I was able to open my eyes, and to see what I had done. She was enormous before, but tiny in comparison to now. She let me down onto the bed, and sat on the floor, her legs splayed either side. Her head touched the ceiling, she even had to bend it a little. Her thighs stretched almost to the ceiling too, her feet reached the wall behind me. Those thighs - they must have been seven feet long and solid, easily wider than my shoulders. Her breasts lay heavily on her chest, the very bottom of them resting on the tops of her legs. I climbed off the bed and went to stand next to her. My head didn't even reach her shoulders. I clambered underneath one leg until I was standing between them, in front of her. Her breasts kept me at bay; I tried to get closer but their huge volume meant I couldn't get close enough. Even if I did, I couldn't reach her mouth to kiss her. She wrapped one gigantic hand around my waist and pulled me up, burying me in her cleavage so that only my head protruded from the top. I looked up, as she kissed me on the forehead. "That was incredible," she said. "I've never been so big. I've never been more than eight feet tall. Look at me! This is ridiculous!" She grinned as she said it. "Glad I could help," was all I could say. "Oh you helped. And tomorrow is a Saturday. You have all day to help," she winked. "Perhaps we'll have to take this outside in case I break something."