The New Girl: Party of four

By: Ethereal Vision

Disclaimer: If you are not of age, or it is illegal for you to enjoy pornography then do not read this story. It is erotic fiction, which is pornography. Either delete this file, or store it away until it is legal to enjoy fappable material.

Thank you.

Alex woke up the next morning with that same stupid grin her fell asleep with. He looked down to find Jen sleeping with her head on his chest, breasts smished against his side and leg resting on his. He chuckled to himself as he pat her rump.

She wiggled it in her sleep and mumbled “No... no more school...” He smirked a little at this, then jumped at the sound of knocking at the front door. He glanced to the clock and saw it was around noon before he gently slid out from under Jen to let her sleep as he answered the door. After getting dressed in some shorts and a shirt at least.

It was James and Dean. They both stopped and looked confused “Oh uh... Wait... Alex?” Dean asked.

Alex nodded “Yeah Jen wanted some more action last night after we got back here.” he chuckled “What's up?”

The two guys looked to each other “Well we were hoping Alexis and Jenny wanted to go have some fun...” said James “And maybe get to see if we could do what we talked about last night?”

Alex chuckled and let them into the apartment “We could try it now if you want.”

Dean look at James and shrugged “Sure.” James nodded in return.

Alex sat on the couch and had them stand in front of him awkwardly “Okay. How about Brunet, and black hair?” Deans hair shifting to a light brunette color, growing longer and into big swirling curls. James' hair darkened some and grew out long and luscious.

Alex chuckled “Let's give you curves like Alexis and Jen had.” At this both boys squirmed as their bodies shifted. They could feel their genitals shrinking and sliding in to form their new vagina's and ovaries. They watched each other with interest as they both began to feminize. Their faces becoming softer and more expressive. Their noses shrinking to fit above plump female lips and below big expressive eyes.

Deans eyes took on a deep blue color, while James' began to shift to a bright green. They then both squeaked a little as they felt their chests beginning to expand as if filling with a gentle gush of water. They were a sight to see as their shirts began to tighten from loose fitting geek shirts, James' being an old NES Controller, and Deans being a Red Lantern shirt. They slowly raised up as their new tits expanded into them, exposing their bellies and making them become hot geek shirts. Alex began to trim down their waists as their hips flared out with their rumps and thighs.

He couldn't help but have an erection at this point. They were both becoming two of the hottest things this town had ever seen. He grinned as he stopped them both at double D breasts with matching butts.

They both giggled a little “mmm I think this is pretty cool! Why is it I find you attractive suddenly?” Jamey asked Alex.

Alex smirked “Well the base of the magic changes ones mind a little. When I'm male I have no interest in other males, but when I'm female I want both sexes. It's kind of weird, but subconsciously I guess I want you two to enjoy being women like Jen and I do.”

He smirked a little, giving Jameys DD's a boost, pushing them beyond F and into the G range. The NES controller positioned so the D-Pad and A button landed over her nipples. The shirt was stretched to its limits at this point. Her tight belly exposed for all to see.

Denise blushed “Why can't I EEP!” she jumped and grabbed her ass. Alex gave her a much more bodacious booty for all to enjoy. She wiggled it and giggled “Okay I'll take this.” she squeezed it as the she moved over to Alex and plopped down on the couch next to him.

Jamey sat down by Alex and leaned on him as he put his arms around both of them. “So now what girls?”

Denise and Jamey both smiled “Maybe we can thank you...” as they both reached to to tug his member free of his pajama pants.

Alex leaned back as the two girls leaned in, kissing the head of his cock at the same time. He was instantly in bliss as they began to make out around his dick. They swirled their tongues around the shaft and head between kissing each other as if they'd known how to do this forever.

He reached out to fondle their rears as they licked at his cock. His moans turned into a quick gasp as Jamey sank her lips down his cock suddenly, winking all the way tot he base as it pushed into her throat. He ran his fingers through her hair as she took him deep into her throat. She moaned in response, before pulling off and letting Denise give it a try.

Alex couldn't help but moan, and wonder if the skill and willingness came from the ring or their subconscious minds. He didn't care. He was getting one of the greatest blow jobs from two of the hottest girls he'd ever laid eyes upon.

The girls swapped back and forth on his cock, deepthroating and stroking his shaft. On the fourth attempt for Jamey he grunted softly and the girls took the hint.

They scooted in closer quickly tossed off their shirts and pressed their huge breasts together around his cock and began to give him the best tit fuck he'd ever experienced. He couldn't help but watch as his dick appeared and vanished between four gigantic breasts, before he thrust forward and began to cum.

The girls squealed happily as his spunk shot into the air and rained down upon their tits. One spurt hit Denise on the lips while another landed in Jamey's hair. He groaned in bliss and flopped back onto the couch as the girls kissed, sharing the load on Denise' lips. He watched them lick each others tits clean of his hot jizz, sucking on each others nipples and moaning. He couldn't help but remain hard as they did this over him.

Jamey looked down at him and grinned “I think I want to try that out...” She gently crawled over him as the two girls repositioned him on the couch and stripped from their tight pants and boxers. Denise straddled his shoulders as Jamey straddled his hips before lowering her new snatch onto his throbbing cock head.

Alex felt her sliding down onto his cock. Her eyes closed as she bit her lip “oooh it's better than I imagined...” She moaned out softly as she slid the entire huge cock into her pussy. Alex never intended to make them that deep, but he's glad they were.

Denise watched for a moment before she gently lowered her pussy to his lips “mmm I want some fun too~” she sing songed. The two girls leaned towards each other to keep balance atop Alex and kiss each other. Their breasts smooshed together in delicious ways as they both ground against Alex.

He didn't mind getting the chance to screw one babe and eat another out. He lapped at Denise' pussy, tonguing her clit and sending shivers through her spine as his hands squeezed her ass. Jamey rolled her hips, impaling herself upon his cock each time her tight tunnel came down upon his shaft to his hips. He knew he wasn't going to last too long with all of this. The girls knew they wouldn't either, being new to it.

He moved his hands to grip Jamey's ass and begin bucking into her. She squeaked and moaned out as she rode her new toy eagerly, waiting for his seed. She wanted to be filled like Her and Denise had filled Jenny the other night. Little did she know Alex had been modified by Jenny to give even more.

She squealed out as he began to cum. His cock surging in size around the load of seed that began to spill forth. She slammed herself down on his meat as she wanted all of his hot spunk. He happily crammed as much as he could into her while eagerly trying to bring Denise to orgasm.

Denise didn't last long after Jamey began to orgasm atop Alex. She leaned back to see Jamey's belly swelling with all the seed spilling into her, just before she too began to squeal in orgasm, soaking Alex' face in her juices.

Denise bucked for a moment before pulling from his face to let him breathe. He grinned “mmm tasty...” then moaned as he continued to fill Jamey. He watched her belly dome out just before his cum stopped its flood.

Alex flopped back, panting for air “Holy... wow... I forgot Jenny gave me that” he laughed softly as Jamey slowly lifted from his dick. Her belly sloshed with her movements as she sat back against the arm rest.

Denise giggled “I want some too...” she leaned in, licking at Alex's cock, bringing it back to life before making him sit on his knee's and take her doggy style. He grabbed her hips and slid into her. She moaned out “Oh my god you were right!”

Jamey grinned as she caught her breath, and spread her thighs. As Alex began to fuck Denise, she leaned in to get the treat dribbling from Jamey's pussy. Alex watched Jamey's face as Denise slurped his cum from her cunt. This only drove him more wild as he began pounding into Denise now, driving her face into Jamey's pussy more firmly.

Alex was half tempted to see if he could use the ring to force Denise into Jamey's womb, but he decided against it. He was having too much fun having them both there to pleasure each other along with himself.

He grunted as he leaned over Denise' back and grabbed at her breasts “You're about to get what you wanted” he whispered into her ear, before he began to unload deep inside of her.

She squealed into Jamey's pussy, sending Jamey into a fit of orgasms as Alex began pumping his sperm into her best friends belly. The girl lifted from the couch a little as her belly domed out and lifted her up a little. She pulled from Jamey's sopping pussy as she herself came violently.

Alex moaned with her as he rubbed her swelling, doming belly. Soon he finally dribbled to a stop with the two pregnant looking girls panting beneath him. He jumped when he heard someone say “Well seems I'm missing something!”

He looked up to see Jenny in the buff. Her breasts were now a full two head sizes larger as she had absorbed all the cum from the night before. She didn't look man. In fact she had a stupid smile on her face “Hmmm... Dean and... James?” pointing to Jamey then Denise.

Alex grinned “Other way around actually.” He pulled out of Denise with a messy dribble coming from her pussy. “Care to join us?” he flopped onto the couch again to rest for a moment “Just give me a minute and we can play some more.

Jamey looked to Jenny's tits and blushed “Wow... you're huge!”

Jenny grinned “You will be too if Alex used the same idea as he did on me.” Alex grinned to her in response “Good. Then you will soak up his cum and get bigger breasts.” she hefted and gripped her own as she said this. “Now... I think I have an idea if you three wouldn't mind some kinky weirdness. Beyond becoming women of course” she giggled.

They all sat up and blushed in the afterglow of their sex. “What did you have in mind?” Alex asked, before Jenny grinned and started his change.

His cock began to grow bigger again. It grew beyond two feet, then three, then four! It looked like she was going to make it keep on growing! Then at Six feet long the thick, hard cock suddenly drooped and split off into several appendages, each with a thick foot long cock on its tip. She'd given him tentacocks “oh I can please you all now...” he beamed to the others, who all had big lust filled eyes.

Jenny had the girls line up with her on the floor, asses pointed to him in a row. Alex smacked each ass playfully “This might be fun.” 'Might' being the understatement of the year.

He took a moment to get used to moving the tentacocks, twelve in all. It was an odd sensation moving that many appendages but he was able to get it using the power of the ring. He fanned them out and three of the thick cocks nuzzled up to the girls vagina's.

All three gave a small gasp and moan as he pushed the hard tips into them. His motions a little unsure at first as they began sliding in and out of their pussies. After a while he began pumping more firmly. The girls moaning as he pushed his cocks in to nuzzle against their cervix’s Thanks to the ring this only made things more pleasurable as he wiggled his cocks around.

Once he got comfortable doing this he moved more cocks forward and under the three. Each babe got a large cock between their breasts. Jenny was easy to titty fuck since she could rest on her tits already. The other two though were beginning to absorb their cum and slowly became easier to titty fuck. Jamey reached back and grabbed one of the flailing tentacocks and tugged it to her lips, nearly sucking it down her throat with her eyes closed.

Alex grinned and moaned at this, giving the other girls the option. They all began to suck him off as he teased their asses with the last three cocks. He gently hotdogged them before Denise spread her thighs further, indicating that she wanted to try.

Alex slowly slid that one penis into Denise' ass, stretching her out as she moaned into the one in her mouth. The other girls heard the moans and spread themselves a little as well so Alex did the same for them.

Alex watched his handy work, moaning as the girls all took our cocks into their mouths, pussies, asses and cleavage. He decided he wanted a little more though. Jenny squeaked onto her cock as the three not in her mouth picked her up and pulled her to his lap. He had formed a nice fat foot and a half cock that he settled her onto.

Her eyes rolled back in bliss as she felt two huge cocks in her cunt pressing through against the one in her ass. The other two girls rolled onto their backs, pressing their tits together to continue their titty fuck as they watched Jenny get fucked like that. They shuddered in their first orgasms from the tentacocks at the sight. Alex grinned as all the tentacock thickened more to give them and himself more pleasure.

All the girls began to writhe in bliss. Orgasm after orgasm rocking through their bodies from all the cocks. Alex bit his lip as he began to pound harder into them. His mind exploded into a white sheet of bliss as he finally came.

Each tentacle bulged as wads of cum traveled along the soft lengths into the hard cocks, and then into the girls bellies. Of course a mess was to be had as the ones between their tits began to spew large amounts of seed onto them, soaking them in the white life giving fluid.

The girls moaned and wiggled as their bellies expanded rapidly with three cocks (Four for Jenny) pumped them with so much cum. Before it was said and done they all looked pregnant with several children from all the cum inflating their bodies.

Alex flopped back, panting as the tentacocks pulled back into his body, leaving a cummy mess and just his one cock inside of Jenny. She sloshed a little as she pulled from him with a slurp of her stretched pussy and flopped onto the couch.

Jenny giggled and moaned a little “Wow. Good way to make it up to me” causing the others to giggle “Just imagine how big our breasts will be later.” The two nodded as Alex passed out from the exertion. He couldn't help but slip into dreams of slutty girls getting huge curves.

Denise and Jamey licked each other clean before cuddling up to nap. Jenny sighed “I just got up...” she shrugged and cuddled up to Alex. The few moments she'd had her fun had left her tired and fired up at the same time. Oh well. If it weren't for Alex she wouldn't be having the time of her life.

The nap was nice and long. A couple of hours maybe. That put them in the afternoon. The only reason they didn't sleep longer is because a loud knocking scared them all awake. Alex almost went to answer in the nude, but he caught himself.

Within a couple seconds the girls were all dressed in tight shirts and shorts that looked almost painted on. The mess they had made vanished with the magic of the ring as well. While he answered the door they got on the couch and waited together.

Alex couldn't help but looked surprised as he opened the door “Faye! Hey! Where did you come from?”

A young girl smiled “Well it's spring break for me too so I decided to go see my cousin. Figured I'd surprise you. Can I come in?”

Alex blinked “Oh yeah sure! Sorry, I have company over and didn't expect more people to show up.” When he lead her to the living room Fayes eyes went wide “Faye, this is Jennifer, Denise, and Jamey. Girls, this is my little cousin Faye. She's going to college up north. She's a year younger than me.”

The girls all smiled at the cute young girl. She was about five and a half feet tall with what looked to be C cup breasts on her slightly plump frame. She was still very attractive, especially for a real girl and not one modified by the ring. Her hair was blonde and cut short in a cute bob. She blushed at the sight of all the curvy girls on the couch.

“H-Hello. I see Alex has become more of a ladies man than he once was.” she nudged her cousin and giggled. “He used to call me and complain about how he couldn't get a girl.”

The girls all giggled at this and Jenny blurted out “Until he was a super hot one!” then she covered her mouth. Alex's eyes went wide, hoping Faye thought it was a joke.

“What did you dress up as one?” Faye giggled “You're not exactly a feminine boy. Maybe skinny enough though.”

Alex blushed “Uh... I... er...” he couldn't come up with an excuse for the comment fast enough. He sighed softly, holding up his hand with the ring. It gave a glimmer as he shrank and grew in various places to become a blushing Alexis.

It was Faye's turn to look surprised. But she skipped her turn, surprising everyone by giving a fan girl squee and glomming onto Alexis with a happy giggle “Oh my god you're so cute!” She gave Alexis the biggest hug she'd ever received before stepping back “Wow you're so curvy!”

“You're not surprised?” Alexis asked, blushing something fierce. The other girls all blushed awkwardly as well.

“Well yeah... But I knew magic had to exist and the way the ring flashed and you turned into a girl and I've dabbled with a magic computer program... Are they boys too?”

The trio on the couch all blushed a deeper red as Alexis giggled “Yep. John, Dean, and James. I'm surprised they're embarrassed. They are really fun and open in their girl forms.”

Jenny spoke first “Well he's the first that one of us didn't seduce.” This just made Faye laugh.

“So Alex seduced you as a woman? Then what?”

“Well... We seduced my two friends here. We've uh... been having fun for the past few days.”

Faye looked to her cousin “Yeah... I like both sides of the coin” Alexis said with a smile.

“Can I try?” Faye asked.

“Uh... You're pretty attractive as you are.” She blushed “I mean! Uh...”

Faye took a seductive pose and expression “Oh you think your dear cousin is attractive huh?” Jen, Denise and Jamey all burst into laughter.

Alexis nodded “Yeah...”

Faye giggled “Well I think you are too! As a man and a woman.” She gave her a wink and looked to the other girls “I want that” pointing to their ample curves.

Alexis smiled “Sure thing Cous” as her ring flared green. The three on the couch watched eagerly as Faye gasped in delight. Her perky little C sups swelling outwards and stretching her shirt further. D's pressed out into DD's and F's. She grabbed them and grinned as she felt them filling her hands while her shirt drifted upwards to reveal her tummy. Her bosom pressed outwards into head sized tits as she cupped them. Her shirt pulled up to just underneath them from their sheer size.

She wiggled her hips as they widened, causing her jeans to creak. She giggles as her rump began to swell along with her thighs as well. The girls giggled as the button on her jeans popped and pinged off the wall above the couch. Alexis stopped the swelling once she hit hourglass. Even if it was a slightly chubby hourglass, it was very hot.

Alexis smacked Faye's ass and giggled “How do you like it cousin?”

Faye grinned before spinning around and smashing her tits into Alexis' slightly smaller one and pulling her in for a hot, deep, un-family like kiss. Alexis was shocked for a moment, then wrapped her arms around her cousin to return the hot kiss and suckling on her tongue as it was forced into her mouth.

Faye pulled back with a giggle “Mmm kissing girls is fun...” she blushes “I've wanted to kiss you since puberty. Being family kind of wrote that off. But now that we can change and prevent certain accidents I changed my mind...”

Jen was rubbing herself and groping one of her breasts as she watched this “That was so hot.” She moaned out. Jamey and Denise on the other hand were making out and fondling each other without a care in the world.

Faye blushed for a moment then she smiled, spinning away from Alexis pressing her big butt against her crotch. “How about we take that ring for a spin and you can show me some of this 'fun' you've been having.” She grabbed onto her new breasts again, kneading gently as she said thing.

Alexis grabbed Faye's hips and pulled her tight to her “You sure? It could get weird cous.”

“What's weirder than four guys turning into hot girls and fucking each other? I don't think a little incest is much weirder than that. And with your ring we can prevent pregnancy... Or enjoy someone in our bellies.”

Alexis' eyes went wide “Wow you are kinky.” she giggled. In response Alexis grew out her member, keeping her female body as her cock formed over her pussy. She began grinding against her cousin and grinning.

Faye smiled “mmm show me what you got.” She tugged on the over tight Jeans and pulled them off. Her panties wedging between her cheeks as Alex pulled herself free from her pants. Faye felt the hot member sliding between her thighs against her covered sex. The panties were stretched so tight that it wouldn't take much to rip through them.

Alexis pressed her tits into Faye's back and nibbled and kissed her neck as she pulled back and positioned her cock. She thrust in gently, ripping through those thin panties and moaning at her cousins hot depths. Faye let out a deep moan as her cousin stretched her young pussy.

Jenny couldn't stay back for long as she stood up and kissed Faye, grabbing her new breast in one hand and going to town on her pussy with the other. Alexis didn't mind as she grabbed onto Faye's hips and dove deeper. Faye was in lesbian heaven with her own huge breasts squishing against another just as large set, as her hot herm cousin of hers fucked her from behind and squashed her breasts into her back and nibbled at her neck. She drew Jenny's tongue into her mouth and moaned as she felt Alexis pumping away into her now.

Denise and Jamey had shucked their clothing off, briefly watching the trio before getting into a sixty nine position and practicing their cunnilingus. They moaned as they ate each other out, licking and nibbling at their clits. If they were to ever get girlfriends again what better way than to figure out how it feels feel themselves?

Alexis bounced off of Faye's ass as she picked up the pace. Jenny giggled “She's getting close with that pace.” leaning down to kiss Faye's perfect tits after freeing them from their confines. Alexis moaned out before slamming into Faye, causing her to gasp in surprise and pleasure. Hot cum began to pour into her body. Her knee's began to wobble and grow weak from the bliss between the girls playing with her body. When Jenny latched onto her nipple with her lips she was sent into her explosive orgasm.

She was too busy enjoying her orgasm to realize she was growing a belly from all the cum. She began to ride into multiple orgasms before she was gently lowered to her knee's by the others. Alexis pulled free with a small puddle of cum escaping between Faye's knee's.

Jenny moaned as she came as well soon after, falling to her backside as she bucked her hips into her own hand. Faye giggled “Glad you had fun too.” She gently layed down on the floor with Alexis. Her head resting on Jenny's bosom.

Denise and Jamey began to cheer and clap. Their thighs soaked in their cum “Bravo! Encore!” Jamey giggled “You guys make the best soundtrack to sex ever.”

Faye giggled at that “Well this is more fun than the things I've done.” She rubbed her belly “Wow you sure do pump a lot of cum into girls don't you?”

Alexis smirked “Oh yeah, that's Jenn's doing. You'll change a bit from it. What could you have possibly done that would even come close?”

Faye beamed over her shoulder as she spooned with Alex “Ooh change? This will be fun. And I have a little program called Master PC. I've only used it on myself though. But damn I am a good lover” She giggled.

Her cousin gave a thoughtful “Huh... Explains the lack of shock when we revealed the ring. You cloned yourself? Why didn't I think of that?” Alexis asked with interest.

She nodded “Because you're a guy and boys are dumb!” she teased. “It was amazing. I remembered it from both sides once I merged again. It wasn't nearly as fun as this though. I don't know what's going to happen with someone who doesn't have my mind.” She grinned “I even had the choice of visiting our cousin Daniel as well so I split off and I'm there too. Oh boy I cannot wait to see what I did with him.”

“You little slut!” Alexis smacked her ass firmly, but not too hard. “Hope you're enjoying yourself.”

Faye smirked “I know I am here! I didn't expect to be doing anything like this with you. I knew Dan liked weird kinky things so I sent him a copy. You I had a hard read on. I'm glad you found that ring.”

Alexis smiled “mmm you thought I would be boring huh?” she squeezed her ass again.

“Well... I thought we'd do more fun nerdy things outside in the world. This is a very nice surprise.” She giggled “I knew I'd have fun one way or another.”

Jenny giggled softly, petting Faye's hair “I bet your cousin is fucking a friend of his now. If this whole thing runs in the family.”

Denise and Jamey got some attention as everyone heard their kissing again “Hell they're not even part of my family and they're fucking each other.” Alexis laughed.

The five of them eventually composed themselves. Using the ring they all put on some skimpy clothing to show some form of decency. Booty shorts and cutoffs abound with tube tops and tank tops. Alexis adjusted her tank top around her boobs and giggled as she patted the bulge in her cutoff shorts. She shrank it back down to just her pussy and smiled “That's better. So now what girls? We have most of the day ahead of us. Oh, and here.” The three girls with no rings suddenly had one forming on their ring finger. Jamey received a deep purple one. Denise' ring became a light pink, and Faye's was a deep red.

The girls all smiled, testing out their magic and making their eyes match the color of their rings. They giggled to each other “this is so cool!”

Alexis smiled “Glad you like them! They are bound to you, and cannot override my ring if I do not want them to. It seems to be a built in rule to the magic inside of it. Not that I don't enjoy some random sexy changes.” she winked.

Faye looked at her ring with a smile “I wonder what kind of mischief we can come up with.”

Jamey smiled to Denise and nodded after she whispered in her ear. Jamey then made her switch back to James. His tank top becoming a masculine one, and his shorts becoming knee length cargo shorts. “I think we might go do our own thing for now” grabbing Denise's hand as a boyfriend would. “Thanks for the fun Alex.” He walked over and kissed her firmly on the lips, causing her to blush “We'll meet up with you guys later. Maybe tomorrow.” With that the duo wandered out the front door to the car they arrived in.

Jenny giggled “You know. To be honest I think those two just went from best friends to lovers. Your significant other should be your best friend I hear.”

Alex smiled “I'm not into boys when I am male. But I think we've become best friends, maybe more...” she winked.

“Well I have to say. I feel like I should have always been a woman. I have no inkling to be a man again. Not saying I won't be, but I love the feelings I get. They feel so natural with you guys.”

Faye laughed softly “Alexis seems comfortable either way. Dontcha cous?”

She shifted back into Alex and pulled Jenny close along with Faye “I do. And since you're officially female I can love both of you” he laughed.

Faye wiggled her hips “The thought of Jenny loving how she is better than how she was only makes it hotter to me.” She honked Jenny's breast gently “Maybe she is the best match for you.”

Alex rubbed their hips gently “I think she might be.” He blushed as he looked to Jenny. He could only see her as female now. Faye pulled the two in closer, making them kiss gently. It was a tender, loving kiss.

Faye smiled “Aww you're so cute!” The pair blushed at the comment. “I just hope this doesn't mean I can't join in on the fun!”

Alex looked to Jenny, who smiled “Hell no. Alex might be the main squeeze, but I think having others join in is hot! Getting a cock in my pussy and in my mouth is something else. Knowing it's from two different guys makes me slutty, but I don't care. I know I have brains to flaunt when I want to!”

The two laughed at her comment “Yeah you're a slut all right.” Faye smacked Jenny's ass “but so am I! I'm in two places, fucking different cousins.”

Alex squeezed their asses again “How about we go out on a date? Dinner and a movie?”

The girls nodded “Sure! You're paying!” Alex just grinned, knowing he could make the money he needed with the ring.

“Let's get to it then!” Alex smiled as his relaxed attire expanded into a tuxedo “Night on the town!”

The girls garb billowed out from tight tank tops into knee length dresses, before tightening again around their chests. Faye's dress mimicked the dress Jessica Rabbit wears, minus the sparkling sequins. It was down to her ankles and a deep red like her ring. A slit down the right side let her luscious thigh and leg peak out from time to time. Her belly toned up a bit as the round belly she was sporting began to rapidly deflate as her hips, ass, thighs and tits all began to change. Her dress shifted to accommodate. It seemed impossible to even have her dress on with how her back is completely exposed. The front clinging to her swollen and swelling breasts as if by magic. She moaned as they finished at a little more than a head and a half in size. Faye blinked as she felt her height increasing. She looked down to see red high heels had formed on her feet. She grinned “There's no way I won't walk sexily with these on.” she then blinked again as she noticed her hair growing a few inches longer. It kept to short blonde hair, but curled up a little as if being done up for a classy date.

Jenny's dress was a little different. It became a blue like her ring. Hers looked just as enticing as Faye's but in different ways. For one the dress had straps to hold it up, with criss-crossing fabric down her back to expose her flesh down to just above her supple ass. The front was amazing. It exposed the entirety of the middle of her breasts almost to the nipples, down past her belly button and stopping just beneath it. The hem stopped just above her knee's with one side a little longer down to a rounded point below her left knee. She too gained some blue high heels to match Faye's red ones. Her long red hair began curling and drawing up a little as it did so. She grinned as a lock magically shifted to always land in her cleavage.

The two girls admired each other as minimal amounts of makeup formed on their faces. Deep red lipstick forming on their lips. Alex fought down his erection with the power of the ring “Wow you two are stunning.”

They both gave him a hug and kissed his cheek “Let's go have some fun” Jenny said, letting Alex lead them out of the apartment to his car. He prodded his cruddy little Volvo and looked around to see if anyone was watching. When he didn't see anyone the car shifted into a nice deep red Aston Martin convertible.

Alex opened the car door and helped them in “Time to go in style.” He hopped into the drivers seat, feeling the car modify to be longer so Faye could have all the room she could want in the back. He grinned at the thought of people thinking he was so rich he could afford a one of a kind car of that caliber.

The car fired up and he admired the luxury of it before leaving for one of the nicest restaurants in town.

James let Denise into their apartment with a grin “You know. I have always hoped my girlfriend would become my best friend. I was worried I'd lose my best friend in the process. Now that you're a hot girl and my best friend I don't need to make that choice.”

Denise giggled softly and pressed her breasts against his arm. Her tube top stretching as they squished upwards and outwards “And here I was going to say I'm more comfortable as a girl, and hoping we'd go to the next level.” She raised onto the balls of her feel and kissed him gently “So what kind of fun do you want to try?”

James grabbed her ass, causing her shorts to poof into smoke “Oh you know...” rubbing her pink pantied ass “the usual” her tube top ripping down the middle on its own accord before falling to the floor and leaving her in just her tight pink panties.

She snapped her fingers, ring flaring pink and his clothing poofed into smoke as well. He grinned as she didn't even keep his boxers on. She lowered to her knee's after pushing him onto the couch.

Her lips gently kissed his swelling cock head before she bobbed forward to suck him down her throat. He leaned his head back with a moan as he let her go to work.

Slurping sounds emanated from her lips as she bobbed. Her fingers tickling his balls as she wanted to quickly bring out her treat. His fingers ran through her hair, gently moving her head to get her to hit all the right places.

She slurped and sucked eagerly. When she heard him grunt softly she pulled back so only his cock head was in her mouth. Her tongue lapping at his cum slit as she coaxed him to ejaculate.

James moaned out as he came. Denise swallowed it all like a pro. She let her cheeks fill with his hot seed to let him see how much he had cum. It was nowhere near what Alex had done, but that was not what she had wanted. She savored the flavor for a moment before swallowing it.

She got up, peeling her panties off and mounting his still hard cock. Her hips gyrating as she slid it into herself. She leaned in and kissed him full on the lips. Her massive breasts squashing to him as she let her hips rise and fall upon his. James was in heaven. They were taking their time.

She grabbed her heavy breasts and pressed them to the sides of his head. She was happily met with his tongue as he licked at her succulent flesh. She bit her lip as she came from the sensation. She was far ahead of James in this regard. He was loving the interaction, but he was controlling his impending orgasm.

She rolled her hips and practiced using her pussy muscles to coax his cum from him. He couldn't hold it anymore and with little warning he came. It was far more than a man could normally produce, but not enough to pump her womb full.

She moaned as she was hit with another orgasm, hugging him tight as she rode it out and enjoyed the after glow. They enjoyed the closeness of each others bodies as they caught their breath.

Denise giggled “I want more.” she licked her lips “But I want something new...” she slide off to the floor “Close your eyes and don't open them until I say so.”

He trusted his friend and closed his eyes. He felt her grab his legs and then felt his feet sliding into something hot and wet. He almost opened his eyes but kept himself from doing so with lots of will power. His legs continued to slide into the hot and wet orifice. He really wondered what was going on since he was up past his knee's in no time.

“Okay. You can open your eyes now” she cooed just after the warmth had consumed his cock and hips.

He opened his eyes and they went wide “Wha...” he smiled “Oh I forgot I told you about this fetish... you naughty girl.” He was up past his hips in her pussy! She had shrunk him down to about three feet tall so it would be an easier passage “wow...” her belly was rounding out with his lower half “I love these rings.”

She just moaned as he pushed his hands into her love tunnel so she could work on his upper half. Before long he was slurped up into her womb, curling up comfortably inside of her. “One of these days I'll have to make you take me in like this.”

James chuckled from inside her belly “it's like the best bed ever.” He closed his eyes and enjoyed the sound of her heart beat coming from all around him. He was lulled to sleep like this fairly quickly.

Denise giggled as she managed to get up with that massive belly. Using the ring she made herself strong enough to carry him around as if he wasn't within her and made her way to her bed. She cleaned the sheets with her magic and curled up to drift off into her dream land filled with expanding busts, cocks, and various naughty things.

It may have been a short day for the two of them, but a lot happened and she was happy to end it early on the note they ended it on.

Thank you for Reading part 3. I hope you enjoyed it!

I have been enjoying writing this particular story. I have some fun things in mind for the five of them. You won't have to wait long for part 4. I am eagerly plotting the story out further and I may have some surprises waiting for the OFB story archive coming shortly after this.

Don't worry about Jenny, Faye and Alex. You'll see where they're up to. As well as Denise and James.