Foreword: I'd like to extend my extreme thanks to the following people for making this story possible: Red Cat for her useful ideas and allowing me to base a character on and always being ready to give me an opinion on what I'd written. Many, many, many thanks to Plato for doing the laborious and thankless (apart from this and all the times I said thanks) task of proofreading this story in the hope that it would make some grammatical sense. And of I'd like to thank Pac for putting it on the web so that others can read and enjoy it and thusly indirectly thank Scotty for giving Pac the space for this webzine. Of course how could I forget all those fine authors out there that I stole so much - was inspired so much by. Finally I'd like to thank you for taking the time to read this story, I hope you enjoy it. If you don't

The rain hit itself off the ground hard as the car pulled up to the house. The occupants jumped out and under coats ran toward the porch for protection from the downpour as they tried to open the door.

"Of all the damned days to have to move in!" Amid much muttered cursing the door was eventually opened and the three people managed to get into the not altogether drier house.

"Ah, isn't that better?"

"I don't really think so."

"Come on Sarah. Once we get this place fixed up you'll love it."

"I don't think so 'Mom', look the place is already damp all over."

"Sarah, just because Ashley isn't your real mother doesn't mean -- you shouldn't respect her."

"I think I'll go and see which room I want."

"Okay but watch out for damp!"

Sarah didn't hear her father as she ran up the stairs, things always seemed better when she was alone. She randomly chose one of the rooms at the top of the stairs and entered it. The room she found had a single bed in the corner and was very bare apart from this. The rain streamed down the window and obscured any view of the outside world.

Sarah collapsed onto the old bed and closed her eyes. The journey had been a long one and she was exhausted by the effort of being nice to her father's newest ho. The relationships all seemed very trivial to Sarah, but the current one had been going on for a long time and her father was talking about remarrying, which left her concerned, as much for herself as for her father. She had never known her mother, she had died giving birth to her and the pain of that knowledge had often forced Sarah into prolonged periods of introversion. The blood for her mother's death was on her hands and nothing she could do would change that.

Still with eyes closed she removed a picture from her pocket and held it in front of her face, she looked at the picture and saw her mother. She was a pretty woman, 5'11" and very full of figure. As she looked at it she felt her own chest - or lack thereof - and wept. She cried herself to sleep as the rain ran down the windows with the picture still clutched in her hands.

It was Sarah standing in the picture with her mother, the sun shining. She turned around a few times and saw her mother smiling at her, she stopped turning and her mouth dropped open in shock.
"It's almost time." Her smiling mother said.

"Mom!" the shock to Sarah was massive, a thousand questions upon her lips.

"It's almost time." Her mother repeated.

Sarah heard a clang behind her. Turning to see what it was, Sarah found there was nothing behind her and then she noticed with dismay that her mother had disappeared. Then came another ominous clash, this time it reverberated around her and her surroundings. Then from the cloudless sky a bolt of lightning struck Sarah squarely on the chest. The blow knocked Sarah to the ground but she felt no pain, just a growing tingling sensation. Although it started in her chest, the sensation spread all over her body from her head to her toes, the feeling kept getting stronger and reached a crescendo. She tried to get to her feet, but noticed that the process was slightly more complicated than usual as her legs seemed to be longer. All intelligible thought however ended when she saw and felt her loose T-shirt begin to fill out. Here once nonexistent bosom was swelling to fill the white garment, and the growth was accompanied by a wealth of sensation.

As Sarah's breasts reached the size of melons the fabric of the T-shirt began to get stressed. This caused Sarah to get very excited. Her trouser, stretched by the growth of her legs, were now sodden as her love juices began to soak through them. Her hands fondled her wonderful - and still growing - fulsome funbags. She then felt started getting buffeted around and then the images of the dream crashed asunder as she was rudely awakened. Yvonne, her father's long term girlfriend, dangled her tits in front of Sarah's face as she tried to rouse the sleeping girl.

"Dinnertime, Sarah." Yvonne said in a kindly way

"I'm not hungry," replied Sarah.

"Oh come and have something. Your dad wants to see if you're okay."

Sarah, noticing that her trousers were actually soaked, decided to say that she was feeling sick.

"Well Sarah, if you want anything just come down." Yvonne said in reply.

"Okay." The fact that the whole episode had merely been a dream deeply upset Sarah. For a brief time she had the ideal shape and it had thrilled her. Simply thinking upon the form she had assumed excited and pained her. Then she thought about the image of her mother. Sarah felt a tear issue forth from her eye and stream down her face.

*

The next few weeks were generally uneventful as the house was restored to a more livable condition. The house was not as isolated as she thought it was at first. She went for a walk at least once a day, trying to enjoy what was around. On one of these brief excursions into the woods she was startled as she met another girl in the forest.

"Er, hello." Sarah said in a somewhat startled voice.

"Hello there." The new girl said nonchalantly.

"I'm, ah, new here." A period of silence ensued, continuing until Sarah felt obligated to speak. She pulled her eyes away from other girl with difficulty. "My names Sarah, I live just over there." She gestured in the general direction of her house.

"Oh, I already know that," said the girl. "Isn't there something else you want to tell me perhaps?" With a questioning look in her eyes, the girl moved closer and walked around Sarah. It was quite obvious she knew the answer to the question she had asked.
"I...I'm a witch!" Sarah blurted, not knowing why she had said this

"Really? Well, well, well. I happen to be a magic user as well, isn't that nice?" The girl was now so close to Sarah that they were almost touching. There was a strange look in her eyes, being quickly replaced by mild embarrassment.

"I'm Tara. I live in a cave with my mistress at the North edge of the woods. It's not much, but it's all what we students can get. Those student unions don't do a damned thing for conditions! And don't get me started on tuition fees and the whole 5 years of service�"

Sarah felt Tara's warm breath on her face and smelt her fragrant perfume as she listened to the angry discourse. She moved the short distance between their faces and put her tongue into Tara's open mouth.

Tara's initial reaction was mild shock but after a few brief moments she fully reciprocated. It was only great restraint on Tara's part and confusion on Sarah's part that caused them to separate. The bewildered look on Tara's face suddenly turned to one of comprehension.

"Oops, shouldn't have forgotten that," said a shamed-face Tara as she made a gesture at Sarah.

"Wh - Why did I do that? What did you do to me?" stammered Sarah, fully aware that she had always held a faint desire to experiment.

"Well I just, sort of, made you a bit less inhibited to get you to talk, not bad for a first time. You know it's part of the whole "magic" thing." Tara said, doing visual punctuation as she said magic.

"I think I'll go back home then, especially if you're going to mess with my mind."

"But I didn't! I just made you do what you wanted to do."

"Are you saying I fancy you?!" Sarah exclaimed.

"At some level, yes. Just look it like this: 90% - 9 out of 10 - of witches prefer girls."

"So, are you saying that fancying girls is inevitable? That I'll never have a guy?"

"Probably not, but you get to mess with magic stuff. Come over to my cave and we can cast a spell together�"

"Hey! Is that a euphemism or just an ordinary pickup line?"

"A bit of both." Tara gave Sarah a seductive look and Sarah caught herself reciprocating.

"Do you go to school?"

"Yes, I guess we could meet up there�" Tara began to lick her lips

"Well, I need to go and get ready. Bye!" Sarah turned quickly and ran off towards her house.

"Oh, she is just gagging for some action!" Tara turned back to her cave and decided to get the stuff ready. She just knew that Sarah would come and help her cast some spells�

*

Sarah had always been a Goth at heart and she had the right attitude, figure and clothes for it, so she went to school dressed mostly in black. It wasn't the best way to fit in and make friends, but that never bothered Sarah before; she was more concerned about what Tara had said to her. She barely noticed the looks of scorn that she received from the popular types. Then something forced her to look up, and there she saw Tara and a girl another of slight build, both wearing clothes almost identical to her own. After what she had last experienced with Tara she felt that it was really the only way to start here; after all she was hardly a master at winning friends and influencing people.

"Hi Sarah! You look so cute in black!" Tara licked her lips, noticing the questioning expression on Sarah's face. She motioned to the girl standing next to her. "This is Elaine."

"Hi." Elaine had a high voice, barely noticeable amongst the throng of people in the school. She waved her hand at Sarah to complement the rather pathetic greeting.

"So coming along to class? It's chemistry first." Tara said.

"Well I suppose so," answered Sarah. "I wouldn't want to miss class or anything."

"Yeah, that's for after lunch." Tara twirled her long black hair as they walked along the corridor. As she led the way Sarah fell in behind so she could talk to Elaine, who seemed to be the less dominant one in the relationship, to put it mildly.

Not knowing what to expect, Sarah tried to be subtle. "So have you and Tara ever, cast a spell together?"

"Yes, but you really need three people to do it well, a fourth person makes it work even better." Elaine blushed slightly.

Sarah decided to push on. "And is there some sort physical contact for this casting?"

At this Elaine went crimson and looked away. It didn't matter that much because they had now traversed the maze of the school and reached the chemistry lab. They were the last people to get in and took seats which could almost have been reserved for them at the back of the classroom. They seemed to be doing more or less the same thing which they had been doing at her old school so she wasn't going to have to spend too much time catching up.

The lesson seemed to be going well until she looked around the classroom, the teacher was droning on about reduction and oxidation reactions and she glanced around at her classmates, the usual bored expression on all their faces, until she saw Elaine.

Elaine's face was animated as she tried to express the pleasure she was feeling. With the morbid fascination exhibited by someone watching a car crash, Sarah looked down from Elaine's face, down past her flat chest and toward her crotch. There she saw something which she really hadn't expected - or consciously wanted - to see: Tara's rapidly moving hand.

Once she had overcome the initial shock of seeing this sort of act, let alone this act right next to her in school, Sarah felt like she should�join in. She couldn't explain it to herself but there was just the feeling that this was something that needed her help, even though she didn't know how she could help. She concentrated her witchy powers on Elaine's sopping lovehole and soon the girl was biting her lip to stop from screaming out in pleasure. Finally she climaxed and had to bite on her own fingers to prevent herself from making a scene as she began to gush forth. Sarah was certain that she could see some sort of tendrils coming from the other people in the room towards Elaine, but as soon as she thought she had seen it the phenomenon vanished. After this the lesson seemed to pass very quickly and indeed the rest of the day. Except lunch time when Elaine's step sister, Amy, came over to the table where Sarah and Elaine were sitting. In moments Amy subjected Elaine her to a barrage of questions.

Although Amy was in the year below and didn't follow the whole Goth theme of black clothing she still attached herself to her step sister. Even though they weren't biologically related, their appearance was quite similar except that Amy was shorter and had her hair dyed white for some reason.

Sarah listened to the conversation that her tablemates were having, although why Amy couldn't talk to friends in her own year was beyond Sarah.

Amy then turned to Sarah. "So�Sarah, do you want to come over to the cave tonight and help me and Elaine work on some stuff?"

"Weellll, I'm not sure that I swing that way�" Sarah looked around nervously, unsure as to how things were going to go.

"Oh, it's nothing like that we were just going to make some preparations for Friday." Elaine said giggling.

"Besides Sarah, I'm sure you'll enjoy some new experiences!" Tara smiled warmly and perhaps suggestively as she looks deep into Sarah's eyes. All the while Elaine played with her hair.

Sarah yet again found herself in a state of confusion. While she clearly felt definite physical attraction to these girls, she was still being pulled mentally in two ways. She had a few boyfriends, but things never lasted very long and the experiences were never that good. She could tell from the look on Elaine's face in the chemistry lab just how good things could get if Tara had her way. She though upon it for several long moments.

"Okay, but just for a while."

"I'm sure it'll be great!" Tara looked very pleased with herself.

"Yes, make sure you dress nice." Elaine looked happy as well; how could Sarah have doubted that she was making the right choice?

*

It was cold in the forest that night. Amy shivered, cursing herself for not bringing warmer clothes to spy on the trio of witches. She got lots of good ideas by watching them and she hoped that she could take a spell book or some other magic tome and start her own convent. Of course her first objective once that was done would be to turn herself into a babe, she was sick of being a stick, even compared to her step-sister! How could girls who were so cruelly underdeveloped not use magic to give themselves tits? And she just realized that she had forgot to feed her cat Red�

Amy looked into the cave intently. She could just vaguely make out Sarah looking at some sort of book. She peered and realised that it could be a spell book. Intrigued she moved closer. She saw Sarah pick up the book.

"So that is your teacher's spell book?" Sarah asked waving the book around.

"Yes my teacher said "Feel free to use it" or perhaps "Don't touch that bloody book!" I can't remember." Tara said not really watching Sarah

"Just where is she your mistress anyway?" Elaine was standing close to Tara, as she usually did.

"She decided to take a sabbatical. Teaching is quite stressful." Tara said looking mildly embarrassed.

"You were her only pupil!"

"Why are we talking about this anyway? Can't we cast a spell?" Insisted Tara

"I thought we were just preparing a spell�" Sarah started to look somewhat anxious as she realized she had been led on. Or maybe that she had allowed herself to be led on.

"Well, I'm sure you can cope with a single spell, Sarah. It's time that you tried something other than floating a pencil."

Elaine stood next to Tara and began to lick her neck, at which Tara let a soft moan escape from her lips into the rather cozy cave. She took a step backward towards the moss lined walls and Elaine went over to Sarah and started sucking on her fingers.

"Oh, that's good!" Sarah exclaimed.

Elaine nodded as she continued to stimulate Sarah's fingers. The struggle with her feelings about lesbianism were now over; all it had taken was the feeling of Elaine's teeth gently biting her fingers and she was sold.

Tara, now free of the pleasant distraction of Elaine, went over to look at the large leather bound spell book. She flicked through the pages looking for something to catch her eye. Just as she was approaching the end of the C section, she saw "Conjuration made easy".

"That'll be a good one to start with. Elaine, stop licking Sarah and come and help me." Tara said without turning.

"But I was enjoying that!" Sarah, who had been quite close to her climax, was pretty pissed off at the withdrawal of Elaine's tongue.

"Yes. Well, once we've done this spell we can all enjoy that sort of thing!" Tara countered.

"What was that noise?" Sarah looked to the cave entrance.

"Probably just the bats in the back of the cave." Tara said dismissively

"It came from the entrance. I'll have a look while you get things ready." Sarah said already moving in that direction

"Fine then!" Tara had gone off into a huff and Sarah thought she might as well have a look around.

Amy edged closer to the entrance of the cave, being very careful to keep close to the ground and out of sight. The flip side was that she couldn't really see very much, and so when Sarah grabbed her she was totally surprised.

"Hey, let go of me!" Amy spun around ineffectively as she tried to break free of Sarah's grasp.

"Amy, what are you doing here?"

"I, eh, I dropped my contact lens. Will you help me find them?"

Sarah looked skeptical. "So you came out into the woods, at night - on your own - and just happen to drop your contact lens by Tara's cave?"

"Yes, is it so hard to believe? I think I see my contact lens. If you'd just put me down I can get them�"

"How can you see without your contact lens?"

"Ah, well�" Amy had a look of hard thought on her face as Sarah carried her back into the cave.

"Look what I caught!" Sarah was rather disappointed when she saw that Elaine and Tara were a bit too engaged in their current activity to even acknowledge that she was there. She coughed.

"Is the damned book that interesting!?" Sarah said sarcastically.

Both Elaine and Tara looked around. Elaine tried to surreptitiously remove her hand from Tara's crotch and wipe it on something. She might have gotten away with this if Tara hadn't been performing the same maneuver on her side. To cover this up Tara acted outraged. "Amy, what the hell are you doing here? Haven't you got anything better to do than watch us perform unholy rituals and stuff?"

"Not really�" Amy said pitifully.

"Put her in the cauldron!" Tara barked.

"Is that safe, Tara?" Sarah looked slightly concerned or perhaps tired - as Amy wasn't quite as light as she looked and her arm was getting tired.

"No, it'll almost certainly have unforeseen side effects, but isn't that the point?!"

"I guess so�"

Sarah slowly lowered a frantically struggling Amy into the large, black-cast iron cauldron.

"Hey, this isn't funny!" Amy bleated. "Some of this is designer stuff, and it costs extra to get them not to rip when you have them to dry cleaned! I'm going to get you all back for this!"

"Yeah, tell it to the courts�" Tara went over to the book again and found the place. She looked at Elaine and Sarah. "Start chanting with me."

All the girls began to chant (except Amy, who was trying to keep afloat in the rather large cauldron) in a course tongue as Tara read the angular font from the crisp, dry pages of the book. The chanting grew more fevered, and the girls began to dance around the cauldron while Amy ingested copious quantities of the milky liquid in the cauldron. Without any warning the spell recitation stopped. The dozens of candles in the cave went out.

"Damned drafts�" Tara looked mildly disgruntled, then she flicked her hand and all the candles reignited.

"So what exactly did the spell do?" asked Elaine, rather quietly.

"Well, it could have been a conjuration spell but then it might have been an enchantment. Of course it definitely worked." Tara said confidently.

"How do you know that?" Sarah was rather concerned about Amy, for she seemed to have drunk rather a lot of whatever was in the cauldron. "And shouldn't we take Amy out of there?" Sarah gestured to Elaine to help her as Tara tried to come up with a convincing lie. They managed to haul Amy out, the wet girl spluttered a bit before talking..

"About time! I ought to sue you for this!" Amy tried to look angry but was hampered by her dripping clothes, which made her look rather pathetic.

"But you did get to see us cast a spell." Sarah realized that they hadn't actually done what Tara had implied before; perhaps she was going to make her move later.

"All the candles went out! That proves that the spell worked." By the time Tara had come up with a reply to Sarah's question the others had all wandered off home. "Damn." Tara rifled through a large pile of things beside her pallet and finally pulled out her magic wand and got into her bed.

*

Amy and Elaine stood in the kitchen. Having just returned from the cave. Amy looked rather vexed.

"How will I get this stuff out of my clothes?" Amy asked half to herself.

"Maybe you should try putting it in the washing machine?" Elaine suggested.

"Yes! Well, that is good idea." Amy stripped down to her bra and panties in front of the washing machine and put her supposedly designer clothes in while Elaine went upstairs to bed. Before she herself retired for the night, Amy went into the small kitchen and got out some cat food for Red. As soon as she had emptied the can into Red's favourite bowl the tabby was there, meowing and rubbing against Amy's legs. She crouched down and scratched Red behind her left ear and was rewarded by a gentle purring.

"Sorry I didn't feed you earlier Red, I got caught up in something." Red purred as if asking her to continue.
"Well, I ended up in a cauldron, I guess I would have been better off feeding you." Red - having finished her meal - licked Amy on the face and followed her as she went upstairs.

"Do you have to watch?" Amy asked slightly vexed as Red watched her get into her night shirt.

After brushing her teeth Amy got into her bed and Red jumped onto the bed to lie next to her.

"Okay then Red, come in." Lifting the cover to invite her cat in. Red slunk in and curled up next to Amy.
"Tickles�" Amy whispered as she switched off the light and then fell asleep.

At about 2 in the morning Amy turned over unaware of what was about to happen. Her cat had gone off investigating, unfortunately she couldn't feel the tingling sensation in her chest and all over her body. Her tiny breasts slowly began to swell forward, filling with magical energy. Her previously short legs began to lengthen, moving further down the bed. Her growing chest was now visible even under her duvet as it continued to move upward, the night shirt which she was wearing - previously loose - now tight and clearly showing the outline of her much larger nipples. Her hips grew larger and her waist smaller, adding to her sensuous curves.

Her magical transformation continued apace with her previously weedy muscles becoming suitably toned and more feminine. Her hair, previously short and lifeless began to come longer and full of life, the sort of change which shampoo producer dreamed of creating. Amy's hand snaked over her body as she slept and she let out a soft moan as they went over her now larger-than-watermelon breasts.

*

Several hours later Amy awoke slowly as Red gently pawed at her face.

"Okay, I'll get you some breakfast, actually I'm starving as well." She tickled Red under her chin and went to get out of her bed. That's when she noticed something was wrong. She felt the weight of her new chest and threw her duvet back to show her new figure. Then she passed out.

About 23 seconds later she came back round and looked again at her huge tits and longer legs. This time she at least managed to retain consciousness. Her hands went to her big boobs and she felt them to check they were real - the sensations which she received confirmed that they were indeed fully a part of her.

"How the hell did this happen? Mess with dark forces once and I become a fox?" Amy said aloud, for no real reason, which fitted in with her mental turmoil. She tried to get out of bed but this time was prepared for the new weight on her chest, unfortunately she didn't manage to take into account her longer and shapelier legs. She toppled over but luckily her large breasts stopped her face hitting the floor.

"Ouch!" Amy hadn't meant to exclaim so loudly. She heard her step sister shouting a sleepy inquiry on what had happened.

"It's okay!" Amy tried to think of a way to hide the striking transformation that she had undergone. She came up blank. After all, how can you hide about an extra foot of height and a hefty bosom? She couldn't think of anything except the quick fix of staying at home. "Elaine?! I feel sick I don't think I'll go to school today!" Amy shouted through the door.

"Saturday! It's Saturday!" Elaine shouted.

Amy thought a bit and then sighed with relief. Of course she was still going to have to show herself sooner or later. She went over to her wardrobe in an attempt to find something which might down play her jiggling bags of fun, short of tying them up with bandages she couldn't think of much. So she went for the direct approach.

"ELAINE!"

Amya heard her step sister rushing toward the door, presumably concerned about Amy's health, although generally Amy wouldn't show she reciprocated those feelings of care. Amy took in a deep breath - creating a small rip in the large white T-shirt which she had chosen - and prepared herself, even though she herself wasn't fully accustomed to the idea of being a guy's wet dream or maybe even a girl's.

The black door to Amy's room was thrown open as Elaine came in. Predictably, upon seeing Amy, Elaine fainted. Perhaps foolishly, Amy tried to revive Elaine by standing over her and flapping her skirt. When Elaine came back around after about a minute she sat bolt upright, her head enveloped by Amy's skirt - which was quite long - fortunately nobody walked in on for this easily misinterpreted moment except Red, who wandered in looking for someone to feed her.

"Where am I? Why is it dark?" Elaine sounded confused, so Amy took a step back.

"Sorry about that, you fainted."

"So this isn't a dream induced from prolonged air fresheners?"

"No, why would it be?"

"Eh�so you've got big tits!" Elaine blatantly trying to change the subject.

"Yes! It just sort of happened but I like it." Amy demonstrated this by jumping sending waves of jiggles through her -more than- ample breasts. Then she felt her breasts, several times, just to make sure they were all real.

"Could I�?" Elaine asked stepping forward, hands outstretched. Amy didn't try and move out of the way and Elaine managed to grab a good handful of Amy's bounty and accordingly Amy gave a soft moan. As Elaine did a more thorough examination of Amy's newly acquired bust, she heard her step-sister's breaths come harder as Amy began to moan harder. Elaine tried to remove the shirt from her step-sister but Amy stopped her.

"Not now," said Amy. "I have to feed the cat and we need to work out why I'm so damned hot."

"Oh, alright, one last lick." Elaine gave Amy's face a long and sensual lick, then stepped back. Amy's nipples poked through the fabric of her T-shirt.

"That is really distracting." Amy said, rubbing her nipples and moaning quietly. "Are you meeting Sarah and Tara tonight?"

"Yes, Tara wants to do another spell. I think Sarah has it bad for her, but I might still get some action�"

Amy simply raised her eyebrows and then lifted up Red, going out the door heading toward the kitchen.

It was raining lightly as Tara waited in her cave for her friends. She threw an extra log on the fire and so managed to miss the arrival of Elaine and Amy. She looked around, and, like Elaine, fainted from the sight of the new Amy.

"That was predictable." Elaine commented.

"Yes, well you're not the one that invokes the reaction, are you now?" Amy responded.

"No, but then that could be because I don't have a huge pair of tits in a practically transparent T-shirt."

Amy looked sheepish. "You win." She threw her arms in the air for dramatic effect. Then hearing a purring sound and something brushing her legs she looked down and saw Red.

"Are you hungry girl? I really need to leave a generic adhesive note to remind me to feed you." Amy bent down to scratch the insatiable cat behind the ear but in doing so managed to overbalance and almost crushed Red in her barely contained cleavage.

"So that's what the spell did!" Tara exclaimed having recovered from the shock. "Hey Amy, you're pretty hot now." Tara licked her lips in the way that she was so good at. Sarah came in saw Amy and promptly fainted - distracting everyone from what they were doing.

Red decided to have a look around the cave. She wandered over to have a sniff at Sandy but this proved to be rather dull. With expert practice the cat jumped onto the table where Tara placed her spell related objects. The covering of the cave, having not been fully closed because Sarah had fainted, let a draft enter the cave, blowing the smells of the cauldron toward Red.

Thinking with her stomach, Red jumped the short distance to the cauldron and attempted to land on its lip. Unluckily, she was unable to do this as it was well greased, allowing her to continue straight into the brew from last nights spell. This was accompanied by a splash, followed by the sounds of frantic splashing as Red showed her intense aversion to liquids of any description.

Amy rushed over to the cauldron and peered into it, inadvertently lowering her now cavernous cleavage toward the liquid as a rip formed in the already overtaxed T-shirt that she wore. The jiggling mass of flesh looked like a much better bet than the cauldron, so Red grabbed onto the tear in the fabric of the T-shirt just as Amy hefted herself clear.

Red made several mewling sounds as she shook herself dry and curled up in Amy's abundant bosom. Amy noticed this but the feeling of Red's fur on her sensitive skin made her abstain from action.

"Why did you bring your cat?" Tara said, staring intently at the area near Red.

"Well, firstly, I didn't bring her, she followed me, secondly, we are supposed to be witches and it helps if we fulfill the stereotype with the whole familiar thing and thirdly," Amy said intently, "stop looking at my tits."

"What? Oh right, got you. They're kind of hard to miss though and really they are so nice and big. They look like they could do with some extra loving." Tara walked over to Amy and embraced her bosom, then proceeded to lick Amy's face with unabated delight as her left hand started to aim for a more intimate target. Elaine didn't want to be left out and started nibbling on one of Amy's now engorged nipples. Amy didn't bother to feign that she wasn't enjoying herself and her moans carried out of the cave, disturbing the local wildlife.

*

"Still hungry, Red?" Amy asked as she shuffled into her house several hours later. The lack of reply and movement from Red indicated that she was asleep. Amy heard the door open and saw the form of Elaine drag herself up the stairs. Amy followed her step sister's example and went up to her room, removed her clothes and got into her bed - naked - clutching Red to her ample bosom. With the warmth of herself and Red under the thick duvet she soon fell asleep.

Red, however, was sleeping fitfully as she felt strange sensations course through her body. In her sleep, Red stretched but strangely instead of going back to her curled up position she continued to stretch, her spinal column lengthening. In fact her whole physiology was changing. Even Red was unable to sleep through the transformation process and awoke as her fur started to disappear and her paws turned into hands - complete with opposable thumbs. Her fur receding into her new silky smooth skin. Looking at her new body - like a young teenagers except for the red tail and slightly furry pointed ears. She tried a meow to express surprise, but it came out as more of a yelp.

Experimenting with her newly found linguistic abilities, Red was able to master some basic sounds. Her experimentation was curtailed when she smelt milk. Apparently her feline instincts were unaffected by her metamorphosis, and she followed the trail strait to Amy's large and engorged nipples. She gave one a lick and a few drops of milk dribbled down, encouraged Red started to suckle on Amy's teat. Having never tasted honey, Red couldn't really use that in a comparison to the taste of milk. If she could have she would, as the milk was sweet as honey and Red wolfed it down.

After a while Red had drunk her fill and licked her lips, she felt very drowsy and drifted off curled up very close to Amy curled up in a tight ball. Her smallish and quite childlike body seeking warmth from Amy's bosom, which she clung to. Her tail - now over a meter in length - snaked out of the bed, occasionally flicking back and forth on the bedroom floor.

*

Amy was slow to awaken, being so deliciously warm in bed, so it took a while for her to notice the source of the extra warmth. At first she thought it was simply her super sized breasts, then she felt a slight brush against one of her large nipples, the rush of pleasure momentarily dulling her curiosity. After this had subsided she looked under the covers and saw the female form clutching her hefty chest.

Her initial reaction was to faint, however realizing that there was no one else there and that she was also lying down. So instead she got out of her bed slowly, drawing in air as her nipples dragged across the fabric of the bedsheet. Once fully out of the bed, she whipped the covers off to reveal Red curled up in a ball, her tail still hanging over the edge of the bed. With the removal of the covers Red began to stir, reaching for covers that weren't there.

"Mmm, covers" Red looked over at Amy, rubbing her eyes. "Amy!" she jumped over and hugged her owner, enjoying the new sensations her body leant to her as she pressed herself hard into Amy's all encompassing bosom. Amy, caught off guard by Red's reaction, managed to turn, bringing both of them down onto the bed in an entangled heap.

"Who are you?" Amy asked slightly warily.

Red looked confused and slightly hurt by this comment, then Amy noticed that there was a tail in her hand. She tugged on it. Red let out a low sound, whether it was of pleasure or pain was uncertain.

"I'm Red," said Red.

"And how did you get into my room and why did you get into bed with me?!" Amy asked just a bit pissed off.

"You brought me back, after you went to the cave and took me into bed." Red was moving her body closer to Amy as she spoke, her tail snaking toward Amy's nether regions.

"Hey, keep your tail under-" Amy thought about that, she seen it before but just hadn't really noticed it was connected to Red. She took a closer look and noticed the funny ears and general feline pose. Then she wondered where her cat had gone. It was very unusual for Amy to awaken before Red. It was a thought, which until a few days ago, would never have even occurred to her came to the forefront of her mind.

"You were my cat, weren't you?" Amy realized just how stupid it sounded, but looking at her amazing body she realized that the question wasn't so silly.

"Yes, then I felt all funny and I was like you. Except for those." Red said indicating Amy's very large breasts as she moved towards them like a predator. Amy couldn't move out the way as Red began to stimulate her, and once Red started Amy couldn't really think of a reason to stop her. Just before Red started getting serious - or using her tail - Amy thought of a way out of having sex with her former pet.

"What about getting some clothes?" Amy said briskly.

"Clothes?" said a perplexed Red.

"Well, aren't you a little cold without your fur?" Amy moved slowly away from Red as she spoke.

"Yes."

"Well come over to the wardrobe and we'll find you something that'll keep you warm."

Amy spent several minutes showing Red clothes. The very idea of wearing them fascinated Red and soon she was wearing some frilly panties - managing to fit them over her tail. Then she got some socks, a pair of jogging trousers, and a conservative blouse.

"Wow. You're just the same size I used to be. Weird." Amy commented.

"What happened to Amy? You used to have much less there." Red pointed at Amy's still-bare chest. The predatory look in Red's eye returned, stronger than last time.

"Well," Amy began, backing away from Red, even though she was much larger. "I got put into a big cauldron filled with some liquid. Magic and stuff was happening and then I woke up like this."

"I love you, Amy. You looked after me for a long time and I want to thank you" Red said licking her lips

"I love you too, Red." Amy's legs bumped against the bed and her backward shuffle stopped.

Red then pounced on Amy with great speed and brought her down onto the bed. However this time Amy felt differently - she realized that she did love her former cat. She'd love her as a pet and even though she was now a person she was still the same being, so as Red tried to use her tail again Amy decided to give as good as she got. She gave Red a full on kiss and fondled her small breasts. All of this made Red squirm with excitement and she felt a warmth building in her body. Having been a human for only a few hours she didn't think that much of it, but as her excitement built she found that it was the warmth and not Amy's ministrations which were pushing towards ecstasy.

When Red started moaning and Amy hadn't even used all of her fingers she began to get suspicious. She withdrew from Red's vicinity but the catgirl continued to buck with pleasure. The joggers she wore had gone from moist to wet and Red almost screamed her head off as she reached her first ever orgasm. Just as the waves of pleasure radiated out she the heat permeated every part of her body and Red started to change again.

This time though it was nothing so monumental as a change of species, merely a refining of the current one. Again Red began to stretch, her spine lengthening, changing her from a petite girl to a gangly one. Her arms and legs thin and stick like in comparison to the rest of her. Then the rest of her body seemed to catch up - making her slightly less human in appearance, there was something unnatural about the grace she now possessed. Her face and arms a bit too long, she radiated a grace greater than could be achieved by even the most experienced dancer.

Amy looked at the transformation taking afoot and saw how much Red seemed to be enjoying it. She cursed the fact that Red had changed while asleep, but just watching her change now was enjoyable. As Red's body filled out her clothes, which had been a reasonable fit, were now quite tight on her more Amazonian figure. Red's moaning reached a crescendo and her hands went to her breasts. Amy was rather excited as the fabric of the top began to stretch as Red's bust began to expand. Red's breasts were now the size of grapefruits and the fabric of the blouse was beginning to tighten under the demands Red's growth was making of it. As her mammaries surged the inevitable happened. One of the blouse buttons flew off as Red kept on getting bigger. Her breasts, now surpassing basketballs in size, made more buttons succumb to Red's growing charms. Red breathed heavily, making her growth look even more exaggerated. The last of the buttons conceded defeat as the advance continued, flesh pushing through the gaps in Red's fingers as she cupped her own gigantic hooters. The ever-growing expanse of flesh bounced free of the only thing between it and it's final size. Red looked at them with a sense of joy and wonder, which she somehow managed to express despite the orgasm which she was still having and was perhaps building to a further high.

The growth was beginning to slow. Red was huge, but still getting slowly bigger her breasts were about the size of wading pool beachballs, jutting out over a foot from the cat girl's chest. With one final yell of pleasure Red slumped back under her new love sacks - her tail, which had been up around her head, went slack.

As Red finished her moans Amy's voice could be made out as she brought herself to a climax. Looking at Red, Amy noticed something quite shocking. "You're bigger than me!" Amy was not angry or jealous, merely surprised.

Red got up with relative ease, considering the change in physique, and bounced around for a while. She clearly enjoyed the bouncing of her colossal breasts. Amy stood up, realizing that Red was now about an inch taller than her. She looked entranced at her feline friend, or more specifically her tits. Without realizing it, she had walked as close as endowments would allow and her hands were moving all over Red's incredible body. Somewhat unsurprisingly, the magic that made Red grow also ensured massive sensitivity in her boobs, resulting in her moans of pleasure as Amy's hands covered Red's vast expanses of delicious new skin.

"Can't I have a decent lie-" Elaine began as she walked in, her interest piqued by the noises which had awakened her. When she saw Amy and another girl with a body just like hers she did what was the most sensible thing - she fainted.

"What's wrong with her?" Red looked mildly concerned as Elaine lay strewn on the floor in her nightie.

"I think the shock from seeing me and you made her faint. It's not really that surprising."

"Ah. She looks like I did a few minutes ago." Red was obviously happy with her newest form but didn't appear all that shocked by it. She looked around, a slightly bored expression on her face, then a smile appeared on her face.

"Can we play with each other again?" Red didn't even look ashamed when she said it, making Amy slightly flustered, she glanced to the unconscious form of her step-sister.

"It's called "making love" Red. And yes but just quickly."

"I love you, Amy."

"I love you too Red."

Elaine awoke and saw Red and Amy making love. She didn't think there was much point in interrupting.

*

Sometime later in the kitchen Amy and Red were having something to eat - or at least trying to - when Elaine came into the room. Red pointed at her.

"Elaine! You're Elaine! You got me a squeaky toy last Christmas!" Red literally jumped across the table to embrace Elaine, smothering her in her thinly veiled (the T-shirt she was wearing was very over stretched) bosom. She seemed to be enjoying it quite a lot, her head buried in-between Red's two wondrous orbs. Elaine was about pleasure herself when Amy saw where things were going, and having had quite enough of such things in the past few hours, decided to put things to a stop before they got out of hand.

"Come and have some more toast, Red." Amy said.

Red bounded over to the table to get some toast, leaving Elaine to stand there, still uncertain as to the identity of the newcomer. Elaine overcame this shock her inertia (this shock) and sat down at the table next to Amy. Unfortunately elbow room was pretty limited with all the bosom that was on the table.

"So, where did you get this lovely from?" Elaine asked, perhaps a bit of spite in her voice.

"Oh God, this is a complicated story�" Amy launched into it, with Red filling in the odd bit.

"And that's when you walked in." Finished Amy.

"So, my step-sister and her cat have transformed into superbabes but not me?! God damnit, that pisses me off!" Elaine stamped her foot as she spoke to demonstrate her displeasure.

"Well it's not as me or Red asked to change is it? It's all that silly magic stuff that Tara is doing, if you want a hot body like ours then you'll just have to jump into a cauldron," said Amy.

"I'm sorry, it's just I get jealous when I see other people change and me still just a scrawny girl." A tear fell from Elaine's eye.

"You can always play with mine until you get some of your own!" Red said, offering her vast appendages to Elaine, who blinked back the tears, not turning down the offer. Amy realizing just how futile the whole situation was decided that the best course of action was to join in.

*

Sarah awoke from the dream, daylight penetrating the curtains of the room. She clutched at her chest but there was nothing there. She had seen Amy the other day, and she had never seen anyone that big before, except in her dreams but she dismissed those. It had to been purely fanciful thinking. Of course, there was the part of her that said that it must be fun to be that size - the magic seemed to have taken care of any back problems or anything of that description - and to have a body that oozed sexiness that way Amy did got Sarah just a bit excited. Which of course lead to the other part of her mind which was tangling with the whole girl on girl issue. There was no doubt that Elaine and Tara were both muff eaters but she didn't know about herself, it sort of felt wrong when she snogged with Tara the first day they met but it was dangerous and exciting as well. The whole cave thing was probably the most sexually exciting thing she had ever done. It was all just a bit confusing.

So she decided to go and see Tara to maybe resolve some of these issues and also see if she could get accidentally zapped by a spell and turned into an uber babe. So she got dressed and went into the woods, heading towards Tara's cave. Before she got there she - literally - bumped into Amy, Elaine and Red, who all seemed slightly flushed.

"Oh, hi." Said Amy looking guilty - and also really hot.

"Who-" words failed Sarah after this point, as she indicated Red, who was trying to hide behind Elaine, but wasn't really succeeding both due to her superior size and the fact she kept making direct eye contact with Sarah.

"It's complicated, I'll explain it when we get to the cave." Amy lead the way toward the cave. After a few minutes they got to the cave but couldn't see Tara.

"Tara?" It was Elaine that shouted it. They all saw a form stirring at the far end of the cave on the other side of a modest wood-fueled fire.

"Mmm." Tara finally emerged from the covers. "Couldn't you have waited until this evening?" She got out of her makeshift bed and rubbed her eyes for a moment. "Well come in, you're letting in a draft." It took a while for Tara to notice the extra guest. "Who are you? Last time I checked I only knew one girl with such an amazing body. What are the chances of me not remembering another one?!"

"Okay, here's what happened�" Amy explained everything again as Sarah and Tara gave Red a good looking over.

"Can you show us your tail?" asked Tara. Red obliged by pulling her trousers down and letting her tail out. Tara bit her lip. "That is so sexy, can I touch it?"

"Go on. Red likes you!" Red looked demure as she offered her tail to the more excited that usual Tara. Tara took it in both hands and stroked it lovingly, the expression on her face accompanied by a growing wet patch in her pajama bottoms. She then lifted the baseball cap that Red was wearing and scratched her furry ears, making the cat girl shiver in delight. As Tara stepped back Red arched her chest and pushed her sports equipment into Tara, causing the already over-stretched T-shirt to rip right down the middle, revealing the vast and deep canyon of cleavage which had previously been concealed.

"Oops, sorry." Red blushed slightly looking at the rip "I'm a bit big for these clothes, sorry Amy." She stroked Amy's arm and made a heroic effort to hug her and almost succeeded.

"So how can we be like them?" Elaine asked impatiently.

"I would guess jumping into the cauldron of magic liquid," suggested Tara "of course the problem with that is it's all evaporated away."

"NO!!" screamed Elaine doing a rather good Bruce Campbell style "No". She spoilt it a bit once she got off her knees and started hyperventilating. Tara went over and put an arm around her trying to calm her.

"It's not all bad, I can probably have some made in a few days," Tara said. "Of course it'll be tricky to get the same stuff exactly, for all I know it could make you into a giantess or a horny teen slut. Probably a combination of the two, of course I'm sure we'll get there eventually so at least you can be a busty, horny teen sluts!" Elaine started crying and Sarah looked about ready to join her. "Humph, I think being a giantess would be pretty cool for a while�" Tara added quietly.

"Someone has a lot of fetishes." Said Sarah, she went over to the back of the cave and found a large locked chest, which smelled faintly of fish, she moved away quickly, not really wanting to know - but at the same time strangely intrigued. The others realizing that nothing much was going to happen that day decided to go back home. Sarah hung back as the others departed.

"Tara I've had this strange dream, maybe you can help me interpret it." Tara raised an eyebrow but continued to listen. "Well it all started a few weeks before I moved her, every night�".

*

"Damnit! All I want are tits bigger than my head. Is that really so much to ask?" Elaine said half to herself.

"Don't be sad Elaine, you can still play with us!" Red jiggled excitedly as she made the offer, not really able to pickup on Elaine's self-pitying mood.

"Not now Red, I'll be in my room." Elaine sulked off.

"Bye!" Red waved goodbye, oblivious to the emotional trauma Elaine was suffering. Elaine went to her room and cried for a few hours, eventually managing to get to sleep. It was hours later that Amy walked into the room, her eyes flickering. She got into bed with Elaine and lay beside her. Elaine thrashed around a bit trying to get comfortable with Amy taking up most of the space, she ended up curled right next to Amy's huge, warm bust. Amy's nipples began to drip milk onto Elaine's face, a little river formed flowing right into her lips and going into her mouth as she inhaled.

Elaine licked her lips and moved upward toward the source of the milk -Amy's large nipple. She applied her lips and sucked, the dribble from Amy's nipples turned into a torrent and Elaine gulped it down as she slept, hungrily. She drank for about half an hour, ingesting liters of the sweet milk. Then finally the torrent reduced to a trickle and even this stopped, no matter how much the unconscious Elaine sucked. A few hours before dawn Amy got out of Elaine's bed and went back to her room, leaving Elaine curled in a ball under her covers.

*

"Aren't you going to eat anything?" Amy asked chewing on her fifth slice of toast, glancing at Red who had already eaten about a loaf worth of bread and was still eating away happily.

"No, I feel kind of full. Which is strange because I didn't really have all that much to eat last night. Oh well, I'm going to walk to school. I feel all energetic and I don't want to be bouncing around the classroom. Bye!" Elaine picked up her bag, waved and left.

"Can I go to school? Please?" Red had a real look of pleading as she asked. "I don't want to be alone all day, think of what we could do!" Red clapped her hands in excitement.

"I'm sorry Red, but it'll be hard enough for me to explain away my transformation from quiet Goth to super sexy Goddess. If you're there looking like you do then it'll just raise even more suspicion. Just stay here and watch TV, don't let anyone except me or Elaine into the house, okay?" Amy was a bit sad she had to leave Red at home while she went to school but it wasn't like Red had never been alone before. Red hung her head.

"Okay then." Red said, looking sulky.

"Don't be liked that Red, I don't want to go but I have to." Amy stroked Red behind the ear, making the catgirl emit a low guttural purr. She put her hands through Red's long mane of fiery red hair and patted her on the head.

*

Being a Monday, the day progressed incredibly slowly. After lunch Elaine sat at the back of the class in her biology class, letting the dulcet tones of the teacher wash over her. She heard a few stray words and then realized that the subject was female puberty. She listened more carefully as the teacher continued to describe how a girl became a woman, then Elaine released that this was exciting, probably because it was related to what had happened to Amy and Red.

Elaine realized that she was getting slightly moist thinking about Red - she was just such a cutie! - growing her current body. She looked down vaguely aware of some tightness in her black cardigan and she noticed a building of warmth the more she got excited.

"Oh my god!" Elaine thought to herself "It's happening to me! This is what Red said she felt before she changed." This thought further heightened her state of arousal and the cardigan got tighter still. Elaine released that the best thing to do was to go to the toilets and ride out the whole thing. She quietly left the class and went into one of the stalls in the girls toilets

By the time Elaine got there both of her hands were in her now sopping wet crotch, her shoes were too tight, she was a few inches taller and her nipples were much larger and visible through the fabric of her cardigan which was beginning to show signs of the strain it was put under. She rushed into the cubicle and locked the door, hands moving with an ever increasing speed, the pleasure building in every part of her body as she continued the transformation she had dreamed of.

Elizabeth, in the cubicle next to Elaine, was utterly disgusted to hear the sounds of masturbation coming from the adjacent cubicle. She was there to throw up her lunch to keep to her "diet", only to have some slutty girl come in and ruin her concentration. Of course she couldn't help but listen as the moans continued to build and, judging by those very moans, the girl in question was doing a pretty good job of bringing herself off. The more she listened, the more Elizabeth became envious; the girl was having the best orgasm of her life.

This wasn't far from the truth, Elaine was loving every second the fiery tingle was now so pleasurable as to be almost painful. The stitching of her shoes was starting to disintegrate as her growing feet continued to push out. She cupped her breasts through the thinning fabric of her cardigan bringing another moan of pleasure to her lips and making her growth speed even further. Her legs - once short and a bit stubby - were long and lithe now, easily slipping under the door of the cubicle, her shoes falling off as they passed breaking point.

The rest of her body seemed to have finished, leaving Elaine with a slightly longer face and the same statuesque outline as Red and Amy. Her upper profile continued to swell, making threads in the fabric of her cardigan snap and reveal more of her delicious pale skin. Elaine finally, after what seemed an eternity, reached a climax. Her tits made a final undulating surge forward and broke out into the light of day. Even biting her lip, she could barely contain the scream of pleasure as her larger and much more sensitive nipples rubbed against the course fabric due to Elaine's lack of a bra. Her renewed efforts with her hands - directed at her new super sized melons - leading to the prolonging of the still lingering orgasm which she had just experienced.

All these sexual sounds were getting Elizabeth aroused, but she didn't want to be. She didn't like other girls that way! She quietly opened the door of the cubicle, trying not to make any sound. Unfortunately this wasn't enough to protect against random chance. Just as she was at the row of basins Elaine burst out of her cubicle and rush for a drink of water - she wasn't wearing very much except the remnants of her clothes, which were pretty much shredded. She slowly looked at Elizabeth her eyes widening in a cross between surprise and interest.

"Hello." Elaine felt filled with confidence now, hardly surprising considering her stature - even the lack of any real clothing hardly seemed to phase her. She leaned toward Elizabeth and looked at her pretty face, she didn't have much of a body, not compared to her but she could live with that, it was to be a liberation for her�

"Hi." Elizabeth managed to stammer. She was experiencing a combination of fear, arousal and self-hate at the arousal. Regardless of all this she couldn't bring herself to meet Elaine's face, firstly because she couldn't take her eyes off the massive mounds of pale flesh and secondly because from where she was standing they were physically obstructing her view. "I haven't seen you around before�" Elizabeth bit her lip and realized just how stupid that sounded.

"I've just had a bit of a growth spurt, just now in fact. I ripped all the way through my clothes! It felt so good�Now I really want to have sex - all that exploding from blouses got me so hot - but I only like girls and you look like you're already warmed up."

"I'm not sure that�" Elizabeth's attempt at argument disintegrate as she was enveloped by Elaine's cleavage, she heard a gasp as she rubbed against the larger girls skin and realized just how sensitive the girl must be. "She really did just grow out of her clothes!" Elizabeth thought looking at the bits of fabric left trapped between Elaine's new twin peaks. "How can that happen? How can I get it to happen to me?!". Before she was able to finish this line of reasoning Elaine pulled her from between her breasts and looked at her slightly disappointed.

"You were supposed to play with my new tits! I think I'll have to show you how to do it." Elaine used her hands to knead her chest. "Ohh, this is what you should - ohh - be doing." Elaine could barely believe how sensitive her knew rack was, just her breasts alone were five times more sensitive than her old nipples had been, a life of sexual stimulation seemed to be open before her�

*

It hadn't been a bad day for Amy. She'd got a lot of attention - unusual in itself - but no one had realized exactly who she was yet. There were a lot of boys who just couldn't pay attention to anyone except her and a surprisingly larger number of girls. In fact as she thought about it she realized that there must be something very atypical about this place if there were such a massive percentage of lesbians or bisexuals, not that she didn't find it arousing - she'd have to ask Tara about that sometime.

A more pressing concern was the fact that she was really getting off on the feeling of her tight T-shirt rubbing against her silky smooth skin, which in turn led to her nipples thrusting out even further, making all eyes look at her.

At the end of the class the activity around her increased. All the people deliberately and unintentionally - they were a pretty big target - bumped into her big bulging boobs, getting her excited. She was surprised there wasn't a trickle of girl juice running down her leg. As she continued she felt more than a few guys coping a feel, she quite enjoyed it and shouted thanks.

Then something rather surprising happened. As the crowds of people disappeared - many looking longingly at Amy's killer figure - someone of similar proportions came out of the girls toilets with a tall and skinny cheerleader type closely in tow behind her. The lack of long red hair meant it wasn't Red. Amy ran over - as quickly as curvaceous body would allow - and realized that it was Elaine. She shouted her name and embraced her, their bosoms mashing together in a most satisfactory way.

"It happened to you! It happened to you!" Amy was jiggling with joy as was Elaine.

"Oh, Amy it felt so good," Elaine massively overemphasized the "so", she bit her lip "it was even better than sex." She almost whispered, looking somewhat skeptical at her own statement.

"But you haven't had sex with me and Red with your new body!" Amy said in anticipation of that very event. "Come on, let's go home and try it!" The girls rushed home as quickly as they could taking the slightly confused Elizabeth with them.

*

All three of the girls were hot and sweaty after their long session of love-making.

"I take it back�" Elaine panted "growing was only better than normal sex�"

"You're even nicer now you're big Elaine!" The cat girl gave Elaine yet another hug, her tail rubbing Elaine's flat tummy.

"Thanks Red - stop tickling." Elaine said fooling around with the former feline, she then remembered Elizabeth. "Where did Elizabeth go?" When she thought about it she realized that she had pretty much ignored her since she had been having fun with Amy and Red. She felt slightly vexed at Elizabeth's disappearance, something that was abnormal for her as she wasn't the sort of person that really expressed any negative emotions towards people. The more she thought about it the more she felt like punishing Elizabeth, most likely a spanking�

She found Elizabeth slumped in front of the television, asleep. Elaine found herself wishing she was wearing some sort of PVC suit, how she would find one in her size was quite beyond her ken, but it didn't stop her from wanting one. With relative ease she lifted up Elizabeth and put her over her knee, she then lifted up the cheerleader's skirt and gave her a few good spanks.

"Ow! What are you doing?" Elizabeth's indignation and disorientation removing her concern over Elaine's superior size and strength. She rubbed her posterior. "I'm going home, I don't even know why I came here in the first place." Just then Red walked in naked, her tail flicking all over the place, Elizabeth's jaw dropped.

"Hmm, I think you've seen too much�" said Elaine.

"You're not going to kill me are you?" Elizabeth was suddenly very scared again.

"No," Elaine laughing "we just need to keep you here until we can make you 'one of us'." Red clapped her hands on the realization that there was soon to be another girl to swell their ranks.

"Which reminds me�why did I change? I didn't have any of Tara's gunk."

"Red's just happy that it happened to Elaine." Red went to hug Elaine but Amy entered the room so Red smothered her with love - and a couple of other things. Amy returned the favor, whispered something in Red's furry ear and then extradited herself from Red and walked over to Elaine.

"Hmm, I'd say we should go and see Tara but for some reason I don't think she's going to help that much. Of course we don't really know that much about it either, so I think we should trudge over there again. We'd better take you as well." She said pointing at Elizabeth, who whimpered slightly.

*

As it was early evening Tara was actually awakening and functional. The group of girls walked into the cave and was greeted by Tara's expletives as she first - unsurprisingly - noticed the changes to Elaine and then Elizabeth.

"Damnit, you all keep changing and now you bring a damned popular type along? That just isn't right, especially when I haven't undergone some sort of magic related growth spurt, which is just bloody typical�"

Before she went off on another of her long rants Amy headed her off at the pass. "Tara, is it just me or there are a really large number of lesbians and bisexuals around these parts?"

Tara avoided eye contact with any of the girls, then hung her head. "Well, that is sort of my fault. It's really fun trying to bring straight girls around to my way of thinking but it takes so long and I usually get bored, so I found a spell that makes them temporarily enjoy the fairer sex. I cast it a few weeks ago, over the whole school. What I didn't realize then was that it was the whole school, or that it can lead to a few interesting side effects."

"Such as?" Elaine asked interested.

"Well if a girl was already swinging towards girls then she'd become quite a randy bitch�then of course it makes all girls obsessed with breasts, kind of like guys�I think there could be more of that sort of thing but I'm not sure�" Tara went over to Red and gave her a scratch behind the ear and Red arched her back in satisfaction. As Tara continued to tickle Red, Amy and Elaine looked into the cauldron which looked pleasantly warm. They then looked at Tara.

Red seemed momentarily phased by Amy and Elaine grabbing hold of Tara but she didn't really mind all that much. Tara was much more concerned about what was happening as the two girls used their considerable strength there was not much she could do but be carried along. Perhaps most concerned was Elizabeth who was directly in the path of the quickly moving duo and their passenger. She had just taken a peak into the cauldron, then one of her heels had broken and as she looked at it she became aware of the bouncing forms rushing closer. She desperately tried to fix the heel.

She never really stood a chance. The amount of momentum that Elaine, Amy and Tara represented was considerable and so as Elaine and Amy flung Tara at the cauldron all Elizabeth could do was obey the various Newtonian laws on motion and get knocked into the cauldron as well.

After a few brief seconds both of the girls surfaced and drew breath. Both were totally soaked by the milky white liquid in the cauldron. Elizabeth floated about placidly while Tara spat out what was in her mouth and attempted to escape the cauldron. Unfortunately for her the sides were rather slippery and she couldn't find purchase on the sides.

"Let me out you minxes! I haven't tried this batch of potion out yet, I don't know what it could do! I might turn into some sort of freak�well, I suppose it isn't all bad then�" Tara struggled to get out a few more times. "Come on, help me out here?" A tinge of desperation entering her voice.

"We're not letting you out until something happens to you!" Elaine and Amy both glared at Tara.

"Oh come on! Don't tell me that you don't enjoy this!"

"That's besides the point, it's the principle of the thing. We didn't ask you to change us but you did." Amy tried to fold her arms under her breasts but gave up and just held them behind her back.

"What about Elaine? She never went anywhere near any of the stuff in the cauldron. How can that be my fault?" Tara bobbed ineffectively in the cauldron, holding onto Elizabeth who was still in a state of shock.

"Don't try and spoil the mob mentality." Amy turned around, momentarily distracted. "Red, don't play with yourself here�" she said in a softer voice.

"Oh, sorry." Red looked mildly abashed as she withdrew her left hand from her nether regions and wiped it clean on her tail.

"Anyway," Amy's step slightly thrown "we aren't going to leave until you change, then we'll see how you like it!" The prospect got Tara quite wet and that's when she started to change. Elizabeth came out of her trance like state and looked concerned as Tara's hand - still rested on her shoulder began to ever so slightly grow.

"I don't want to change! I wouldn't be in the cheerleaders anymore and they'd all hate me for having such big titties and then all that jumping would probably get - kind of - too fun, then I'd probably have every�" Elizabeth carried on talking, immersing herself in a fantasy world which was her brains way of reducing the traumatic impact of watching an otherwise normal Goth turn into a perfectly (from the right point of view) proportioned pneumatic female.

This didn't go too well, as Tara's legs lengthened and she was able to touch the bottom of the cauldron. She steadied herself on Elizabeth, more specifically by grabbing hold of Elizabeth's quite reasonable (using a "normal" persons conception) orange sized breasts. Elizabeth shuddered and was forced to witness Tara joining the ranks of her changed friends�

Tara's black robe - soaked with the milky substance in the cauldron - concealed most of Tara's figure normally but as the elixir worked it's magic on Tara's figure the robe became more revealing. The previously spacious robe being filled with pounds more of soft and tender cleavage-rich breast flesh.

"I smell fish! Red wants fish!" Red ambled over towards Elaine and Amy who were engaged in some mutual pleasuring - they probably thought that if Tara was getting off on her transformation they should capitalize on the opportunity to play with their new bodies, for they still hadn't broken them in properly or got used to the incredible sensations they could convey. Red looked slightly put out at the fact that neither Elaine or Amy had any fish. She consoled herself by indulging in some pleasurable sensations.

With the menage a trois going in the background Elizabeth was the only person watching Tara's continued growth. Most of her was disturbed by it but a bit of her was excited, another part just kept wishing it would happen to her sometime. She watched with morbid fascination as the dress continued to become more like a second skin to Tara - who was now enjoying near blackout inducing pleasure - her longer legs exceeding the length of the dress, her whole body becoming slightly toned and of course her breasts. Swelling well past their humble origins, now proud nipples trying to poke through the fabric of the garment with the ever swelling mass of breast behind them.

The twin peaks began to stress the robe, threads gradually parting to reveal more and more creamy cleavage. Elizabeth had to bite her lip to stop herself from gasping - it was such perfect cleavage. Any cheerleader worth her salt would kill for it - admittedly she probably wouldn't be able to continue leading cheers but that wouldn't be a problem. The increase in her height meant that Tara's bust was now at eye level with Elizabeth, who was getting a real eye full as the ripped fabric showed more of the inner sides of Tara's massively enhanced mammaries.

Tara - enjoying the whole experience massively - thrust out her bounty and succeeded in finishing off her robe and also suffocating Elizabeth in between her twin beachballs. Surprisingly Elizabeth didn't struggle to escape from her fleshy prison immediately, instead she let out a sigh and sank down to the bottom of the cauldron. It was then that she realized that there was nothing left in the cauldron except her and the overly ample Tara.

"Oh, that was good." Tara almost purred as her breasts finally stopped growing. They were about the same size as Amy's but probably more spherical also Tara seemed more muscular than the other girls, though not as tall as Red. "And now we're all Amazonian goddesses!" Tara jumped out of the cauldron - inducing about a minutes worth of drool worthy jiggling. She then removed Elizabeth from the cauldron, Elizabeth blinked a few times and then ran out the cave as quickly as she could. Tara shrugged and then went over to give Red's tail a good stroking.

"Do you have any fish Tara?" Red involuntarily licked her lips at the though of fish.

"No, I've got something just as good, though." Red clapped her hands in anticipation.

*

Sarah looked out the window of her room. She was very bored. She had nothing to do; there was no one at Elaine's house and she felt too tired to go to Tara's cave and she was perhaps a bit guarded about the sort of things that could happen. Besides she would probably just feel inadequate next to the other girls, especially Red�

Of course then she felt guilty about that. It wasn't their fault that they had been transformed into ridiculously well endowed, more attractive - she had noticed that while none of the girls had been ugly before, after the change their faces seemed, somehow, more beautiful. Maybe it was just her - taller and more powerful, although Sarah couldn't really see them putting that to much use on the sports field.
Of course this was all really taunting herself, she didn't have a body like that and she couldn't spill her guts to any of her friends because they were probably having the best orgasms of their lives - which was actually true - and not too concerned about her "has not" status at the moment. She did something she hadn't done for a while, she cried herself to sleep. It was a deep dreamless sleep and oblivion held her tight as she slept on.

*

"Wake up, Sarah." Red gently nudged Sarah's still sleeping form, then licked her face, which seemed to produce the desired result. Sarah moved a bit and then raised her head, blinking and looking at the gathering - which consisted of herself, Red, Amy and Elaine..

"What? How did I get to the cave?" Sarah was still groggy from her rude awakening.

Tara was very exuberant. "I used some magic! The changes to my body seem to have amplified my powers. It's so cool!"

"About time that you got some real magic working�" mumbled Amy. Tara pointed a finger at Amy who then jumped into the air as if shocked, Tara barely masked her amusement. The jiggling of her jugs kept Amy quiet.

"Anyway, we finally got this female transformation thing worked out. Now you're going to becoming one of us, or you're going to get a good spanking!" Elaine said with a look on her face that said either one of the above was good for her. It was then that Sarah noticed that all four of her friends were all totally naked and they were surrounding her. She became slightly apprehensive at this - suddenly the prospect of becoming the personification of a fetish didn't seem to appeal but there was no escape. Tara did a few little motions, put a finger in her mouth and then drew it over each of her nipples. She went around the circle doing it to the other three girls - Red giggled spoiling the solemn atmosphere. Once she had finished they lifted Sarah, who only put up token resistance, into the cauldron which was still empty.

"What are you doing?!" Sarah realizing just how bad this situation could be.

"Making the dream come true." Tara winked as she said that. Sarah could only stare at her friends as they surrounded the cauldron and then as one began to kneed their vast boobs. She watched enviously as all of their big nipples came to attention and was astonished when milk began to drip with increasing rapidity from all of them.

The milk all flowed into cauldron and Sarah just looked at it. The amount that her buxom friends her putting in was increasing and she found that in her curled up position at the bottom of the cauldron the milk was around her midriff. She stood up and realized that the cauldron must have been magical in some way as it was far larger on the inside than the outside. She decided to at least taste the milk, after all it looked like she was going to have to do it sooner or later. It was a mixture of tastes, all of them sweet. Sarah realized that she hadn't eaten for quite a while and that she was hungry. So started guzzling the milk down, though this did little to stop the level in the cauldron from rising.

Sarah just couldn't drink enough of the milk, it tasted so good and it made her feel all funny inside. She lost all track of time as the milk saturated every pore of her body. The supply had long since stopped and the other girls had gone to entertain themselves while they waited for Sarah to finish.

She found it hard to believe that she had drunk so much of the milk, there was hardly any left and there must have been liters of the stuff in the cauldron. She did feel strangely wobbly but that was about it, she should really feel her bladder crying for release but she didn't.

She sat at the bottom of the cauldron wondering what was going to happen next. While she was pondering this, Red and Amy - who were never that far apart - came over and helped her out of cauldron. She dripped a bit on the cave floor and sat next to the ever burning - presumably a benefit of Tara's improved magic - fire to try and dry off her T-shirt and jeans.

"Please explain this�The milk was really nice but couldn't you have put it in a glass or something?" Sarah looked around nervously. Her eyes became shocked when she realized someone had picked her up and put her over their knee. She looked around and saw that it was Elaine. Elaine pulled down Sarah's jeans, raised her hand and gave Sarah a firm spank on the buttock. Sarah squealed and Elaine let out a pre-orgasmic sigh.

"Hey! Don't spank me!" Sarah was rather upset by being spanked and she got off Elaine's lap, pulled her trousers back up and then gave Elaine a stern look. Elaine refused to make eye-contact and mumbled something about not meaning to.

"Can't we just do it now?!" Red sounded excited. Not uncommon. Tara nodded and Red bounded to Sarah and started rubbing against her in a sensual way that only the cat girl, with her tail and gigantic tits could really have ever pulled off. Sarah found herself getting rather aroused by this and sought to pleasure Red in return, stroking her tail and engaging in a soft but passionate kiss.

Sarah felt a fire building in her crotch. It started to become stronger until she felt she would scream with pain and then it began to sweep across her whole body. As it did this it subsided to a mere tingling but as Red, now joined by Amy, licked and stroked away it began to burn again. This time however the pain was accompanied by pleasure, the duality confusing Sarah on a subconscious level as she was too busy with enjoying herself on a conscious one. Despite her good intentions Sarah's attentions turned towards herself. Her right hand snaking towards her sopping wet pussy.

The faster she went the less bearable the burning sensation became but at the same time it became even more enjoyable. She balanced on the brink of her earth shattering - and life changing - orgasm. One last motion of her hand and she was there. Her scream of pain and pleasure resounding through the cave and out into the forest - disturbing wildlife and scaring some documentary types - after about ten seconds of this Sarah stopped and realized something was happening to her body.

Her clothes - still somehow managing to stay on after the rabid ministrations of herself, Red and Amy - began to feel uncomfortably tight. Then, finally, it all fell into place. Her friends were making her one of them! Sarah began to rejoice in the feelings that she was experiencing realizing what they meant. Before her eyes her fingers all began to increase in length as her hands began to grow. Her hips began to widen and her waist contract. Her legs increasing substantially in length, the jeans simply tore off as her legs grew forth. Her shoes were ripped asunder in the same way. Her body continued this general expansion until she was about two meters tall, even taller than Red.

A gasp of excitement escaped from Sarah's mouth as she felt the final stage of growth come upon her. Her nipples began to tingle intensely and became very erect. Visible through the wet T-shirt, then her breasts did what she has always wanted them to do - grow very large. It was quite similar to her recurring dream, except that this felt better than anything she could have imagined. Her T-shirt continued to fill with more flesh, her nipples keeping pace with the growth of the now grapefruit sized breasts.

Sarah grasped her still growing glands and massaged them as she could never have done before, this stimulation seemed to push her breasts to faster growth. Not even noticing this due to the mass of sensation which was washing over her Sarah just rubbed and played with her breasts faster. All four of her friends stood watching, fascinated. Even for her larger hands her swelling breasts were too much, they finally overwhelmed the T-shirt exposing her knockers to the open air.

Sarah put both her nipples into her mouth - with difficulty - and sucked while trying to massage. The surge of growth she experience as she started to suck pushed her past any headline stripper, with breasts surpassing the largest watermelons. She could no longer hold her absolutely vast mammaries in her mouth, they flopped down. Still growing they even exceeded Red's in size by a few handfuls. Then it all stopped.

All the girls looked at one another and then Red clapped her hands in excitement. Just before some five way girl on girl action developed Sarah felt a strange sensation at the end of her spine. It was sort of ticklish. She then realized that she had developed a tail of her own, identical to Red's except that it was white in colour. Sarah flicked it experimentally and brought a smile to Tara's face.

"I guess that about wraps things up�" said Tara.

"I think so, took you long enough how to workout how to make my dream come true." Muttered Sarah, who tried to sound bitter but couldn't really pull it off, after having experience such incredible pleasure AND getting a killer body with it. Red had an epiphany - she had them on a daily basis - and looked very pleased with herself, clapping her hands.

"Witchcraft is definitely the best craft!" After saying this the other assembled girls tackled Red to the ground.