Surprise!
My stories are copyrighted, so NO takee! No kiddies please, under 18 banned, etc. and the usual warnings about weird sexual stuff. And do NOT read this to your little brother or sister! You have been warned!
Surprise!
By William W. Kelso
Kelsey was excited, very excited. She kept reaching in her purse and making sure the little bottle was still there. If that weird old lady had been telling the truth then their problems were over; hers and Jeff's.
Her friend Ruby had told her about this strange old lady that was supposed to be a witch or something, and that she could make potions and cast spells and stuff that really worked. Of course Kelsey thought it was a lot of bull first, until Ruby reminded her she used to be a 'B' cup, but was now a 'CC' or maybe even a 'D'. She could tell her friends tits were definitely larger now, and it had happened overnight. Ruby had told her the witch had given her a potion, and that's all it had taken. Kelsey still thought it was BS, but what happened next had made her a true believer. Ruby had a little of the 'breast enlarger' potion left; and since she was as big as she wanted to be now, she gave it to Kelsey.
Kelsey drank it that evening, and then lay in bed moaning in pleasure as her own boobs had swelled and enlarged at least one size! It had been totally awesome, and really worked! They'd gotten firmer and more 'jutting' as well, and her nipples stood out like an inch when she was horny. Shortly after that she'd met Jeffrey; the boys were paying her more attention now that she was so well endowed, but Jeffrey wasn't like that, no big macho hunk poser kind of guy. He was nice and quiet, and had been her friend before she'd joined the ranks of the 'hot babes'. Her new sized tits had seemed to have the side effect of making her hornier than usual, so when she and Jeffrey had been alone in the library one day after school; studying for a test, things had gotten interesting. She hadn't been a virgin, but he had. And that was when the 'problem' arose.
The problem was Jeffrey, or 'Jeff' as she called him, had an undersized penis. His balls were fine, but his cock was about three inches long, tops. He did his best, but just couldn't satisfy her. Every time they made out she had to use a dildo to finish getting herself off, especially since he wasn't into 'eating' pussy. She really liked him, but it just wasn't going to work out...unless. If the old lady; or witch or whatever she was, had made a breast enlarger potion, what about a penis enlarger one?? Wouldn't hurt to look into it.
She'd gotten the address from Ruby, but as she'd stood outside the creepy looking old Victorian two-story house she'd almost changed her mind. It looked like the Munster's place, but without the charm. She'd been about to say 'Fuck this' and leave, when she saw something move in an upper window of the turret on one corner of the house. There was someone up there! And as she watched the window opened, and a hand waved at her and beckoned in a 'come here' gesture. Man, I don't know about this; Kelsey thought, but she went up to the front door, and as she reached it the heavy old door opened before she could knock. Wow; she thought, that was...creepy. She'd have expected some horrible looking old hag to grab her, and say 'I've got you now, my pretty, ah-hee-hee-hee!' But the 'witch' was not what she was expecting.
"Hello dear," the 'witch' said, "You must be Kelsey, Ruby told me you'd be coming. Come on in, don't worry, I don't bite."
Jeez, Kelsey thought, she looks more like Aunt Bea! The short stout woman looked to be maybe in her sixties; but still had a 'stacked' figure, and had a big beaming smile as she ushered Kelsey into her house.
"Sorry the place is such a dump." The 'witch' said, "It's the old family place, and I can't afford to move, OR hire a maid or gardener. Would you like some tea, or a soda?"
"Um, thanks, a coke would be nice." Kelsey said, looking around as she followed the old lady down a long hallway, catching glimpses of rooms full of furniture and knick-knacks as old as the house. No 'witch' stuff though, no jars of gross things, mummies, pentagrams on the floor or walls. Pretty much looked like your typical old ladies house.
The old woman led her into an open airy 'reading room', and invited her to sit down at a nice old wrought iron table in a very comfy old chair, then disappeared to get the goodies. Kelsey looked around; a little disappointed, as she'd been expecting shrunken heads, or at least stuffed heads hanging on the walls. She looked up as the woman returned with a plate of cookies and two cokes; big smile on her face, and after serving her guest sat down across from her.
"Well', the 'witch' said, "what can I do for you, young lady?"
Kelsey found she was tongue-tied, it might not have been so bad if the woman had been wearing a pointed black hat, had a big ugly wart on her nose, and was rubbing her hands together and cackling, but how did you ask someone that looked like your great aunt Beatrice that you wanted a potion to make you boyfriends dick bigger?? The she was distracted as a large black cat suddenly began rubbing against her legs. Saved!
"Oh, she's beautiful!" Kelsey said, reaching down to scratch the friendly feline's ears.
"That's Bernard, my familiar," the 'witch' said, "and 'she's' a 'he', and a big glutton for attention, the big softie." The cat's only response was to purr loudly as Kelsey kept scratching its ears and top of its head.
"Familiar?" Kelsey asked.
"Oh yes, most witches have one; real witches that is." The woman replied with a big smile, "They make it so much easier to cast some spells or mix potions. You have NO idea how tiring that can be, dearie. They increase, amplify, your power."
"So you really are a witch?" Kelsey said, and then gave herself a mental smack, that was such a lame thing to say!
"Well, yes." The woman said, in apparent surprise. "That IS why you came to see me, isn't it? You need a potion to make your titties bigger; though yours are quite nice, or a potion to make you even prettier? Maybe a love potion of some kind? Am I right? Of course if you just want to visit, that would be nice too. I don't get many visitors you know; everyone's scared of me for some reason. But I'm a good witch, I don't mess with any of that demonic stuff, demons are such buttheads."
"I'm sorry; I didn't mean it like that." Kelsey said, "It's just, you're not what I was expecting, exactly."
"Ohh, hee-hee!" The woman said, "I know what you mean. No boiling cauldron, no weird black clothes, no broom, no bats swooping around."
Kelsey giggled, and said, "Well, when you put it like that I guess it does sound kind of funny."
"Yes, but I assure you I AM a witch, fourth generation as a matter of fact." The woman said proudly, "One of my ancestors was one of the Salem witches they DIDN'T catch. She moved out west because of the...unpleasantness."
Kelsey gasped as the plate of cookies suddenly rose into the air and floated over to hover in front of her, the hold woman smiling. OMG, she thought, she really IS the real deal!
"I, um, wow..." Kelsey mumbled as she accepted a cookie.
"Now, what can I do for you?" The woman asked as the platter gently set itself down on the table again.
"Well, er, actually it's not for me, it's for this...boy I know." Kelsey said.
"Ah, a love potion!" The woman exclaimed, "Do you want the full-blown love slave one, or just one to give him a push in the right direction, a mild infatuation one would do nicely for that. It wears off after awhile, but by then you'll know if he really loves you."
"Um, er, he's already my boyfriend," Kelsey said, "it's just that, he's not, um, that satisfactory in...bed."
"Is he Gay or something?" The witch asked, "Not much I can do about that I'm afraid, I can give you a potion affecting his physical attraction to you, but not his mental."
"NO, he's just...too small!" Kelsey blurted out.
"Ohhh", the witch said, "I see! Well, I can help you out there, no problem. Not hard at all, pretty much the same thing as the potion Ruby used, just the one for a penis and balls. How big do you want him to be? Or, if you like, I can even make a potion that will change the shape too."
"Change the shape?" Kelsey asked, confused.
"You know", the woman said, "give him horse or ram shaped cock, or even a canine one."
"Um, er, no, I think regular shaped will be fine." Kelsey said quickly, "I just want it to be bigger, so we'll both be able to...well, you know, enjoy it more."
"Oh yes, I know what you mean", the witch said with a sigh, "I was young once too, but now Bernard is the only one interested in this old body of mine."
Bernard; Kelsey wondered, oh, the cat? Eww, she did NOT want to go there!
"Well, you're in luck." the witch said, "I have some male genitals enlarger potion left over from an order I filled a few years ago. Wait here; I'll only be a minute."
Kelsey waited as instructed; her only company the big black cat that was staring at her with beautiful green eyes like emeralds. It creeped her out, he was looking at her like some of the boys did, and she knew he was undressing her in his mind, and to her dismay found herself wondering what it would be like to... She breathed a sigh of relief when the witch returned.
"Shame on you, Bernard! Shoo!" The witch said, "I saw the way you were looking at our guest! She's NOT interested you horny old thing! Shoo!" With a reproachful sounding 'meow!' the cat left the room, his tail sticking straight up in a dignified position. Then she smiled at Kelsey, and said, "I'm sorry about that, one of his duties is giving sexual pleasure you know, and I can't keep him satisfied as well as I used to. I have to let him out at night so he can chase the lady cats. He's harmless though, he won't touch you...unless you want him to. It's really quite...enjoyable." She finished, eyeing Kelsey speculatively.
"What?" Kelsey said, "Oh, NO. I mean, sorry, he's not my type!"
"Ah well, too bad." The witch said, "You don't know what you're missing. But if you have second thoughts later...? Well, anyway, here you are." And she handed Kelsey a small brown colored bottle with a metal screw cap, and she recognized it as being one that used to have vanilla extract in it.
"Um, how much?' Kelsey asked, eyeing the bottle.
"$500.00", the witch said, "For the whole bottle, but if you don't use it all you can return what's left for a partial refund."
Kelsey almost squealed, $500! Jeez, but if it worked, well, it would be worth it.
"I've only got a hundred with me." Kelsey said.
"I take checks too", the witch replied, "but not plastic, not set up for it, and they charge too much for the service. Tell you what, give me the hundred, then when you bring what's left back I'll just charge you for what you've used. Since you're Ruby's friend I think I can trust you. But if you don't come back I'll change you into a newt." Then at the look on Kelsey's face she laughed, and said, "Sorry dearie, I just couldn't resist, you should see the look on your face, it's priceless!! Hee-hee-heeee!"
Kelsey gave a nervous laugh too, but wasn't sure if the old lady was entirely joking or not. What did witches do to people who didn't pay their bills, or ripped them off? She knew did NOT want to find out! A newt, ugh!
"OK, thank you very much." Kelsey said after the 'merriment' died down.
"Now; and listen carefully", the witch said, "this is important. Just give your boyfriend one drop for every inch you want to add to his length and thickness, his balls will grow to match his new shaft. This is powerful stuff; it's not to be abused. Give him too much and he'll end up with a fifteen incher, and then the only girls he'll be able to hump will have four legs. So be careful! If you don't follow these instructions I can't be held responsible!"
"Yes ma'am, I understand." Kelsey said, "I'll give him some this weekend, and bring the rest back on Monday. Is that OK?"
"Oh, no rush!" The witch said, "You might want to give him a drop or two to start with, give him a try, then another drop or two. The effects are pretty much instant, so you don't have to wait around. It's best to give it to him while you're, um, 'getting it on' too, it will speed up the change even faster and will be very...enjoyable as a side effect is he'll be pretty much insatiable for awhile."
"Oh, that's, um, nice to know." Kelsey said.
That had been earlier in the day, and as Kelsey headed home she checked her purse again, smiling as she felt the bottle. By coincidence this was Jeff's birthday and she'd invited him over that evening for a 'private party', and was going to have a cake and everything. But her 'gift' would be the best 'surprise', she was going to do a slow strip tease for him. She giggled, thinking about what the expression on his face would be when she told him she was going to make his dick and balls bigger!! She had a feeling he'd be pretty enthusiastic though.
Literally skipping up the steps to her house Kelsey checked the mail; junk, and slipping into something more comfortable; and practical for what she had planned for the evening, she went into the kitchen to make a cake. She had a few hours before Jeff got off from work, and then hopefully they'd have the whole weekend to themselves. A nice long weekend of hot sex.
A couple of hours later she gave up on the cake idea, whatever she'd made looked more like some kind of mutant pudding monster. Just as she was washing the remains down the sink; which took some doing at it kept getting clogged, she heard the sound of a car pulling up, and looked at the clock. Boy, had she lost track of the time! Quickly washing her hands she tore off the apron, and made it to the door just in time to open it on the first ring. As she expected it was Jeff, and he looked worn out. His job at the stock warehouse was pretty hard, and it got hot in there too.
"Come on in and take a rest," Kelsey said, "I'll get you a cold drink. Tea or...?"
"With just lemon, thanks." Jeff said, and plopped into an easy chair and propped his legs up. "Man, work was a pain today. We got it an early shipment of canned goods that wasn't supposed to get here till tomorrow. Almost had to stay overtime, but we got it down right at the last minute. I'm beat."
"Aw, poor baby." Kelsey said as he fixed him a glass of tea. "But I've got some, er, good news that might cheer you up."
"Oh yeah, what's that?" Jeff asked; head back and eyes closed. His head was pounding.
"I'll tell you in a minute, after you've cooled off." Kelsey said as she handed him a glass of tea.
"Oh man, thanks!" Jeff said, drinking half the glass in one swallow. "Oh yeah, that hit the spot!"
Kelsey massaged his shoulders as he drank the rest of the tea, and said, "I bought you a special gift for your birthday."
"Oh yeah, what?" Jeff asked.
"Hee-hee, it's a potion to make your cock bigger." Kelsey said.
"Hey, not funny, you know how I feel about that!" Jeff said, his shoulders tensing up again. "I thought you were OK with my...deficiency!"
Ooops, Kelsey thought, maybe she should have just given him some and let him find out for himself, he was so sensitive about his small pecker.
"I'm sorry baby", Kelsey said soothingly, "it doesn't bother me that much (she lied), it's just that if you were just a little larger sex would be so much more fun, for both of us. Here," she said as she handed him the little bottle, "you'll grow an inch for every drop you take."
"This is vanilla extract!", Jeff said; taking off the cap and sniffing, "I don't know where you got this, but you got ripped off! Potion my ass!" Then he put the bottle to his lips, and throwing his head back drank it all in one swallow. "Mmm, tasty!" He said.
"No it's not, the old lady I got it from is the real....!!!! Jeff, don't!" Kelsey squealed as Jeff suddenly put the bottle to his lips and swallowed. Dismayed, she grabbed it out of his hands and shook it, empty! "Oh SHIT! Jeff, damn it, you weren't supposed to take ALL of it! The witch said that would be bad! You'll end up with a damn horse cock!"
"Bull," Jeff said, "All it was was sugar water. I can't believe you believe in that kind of hocus-pocus voodoo-hoo-doo crap! I mean...*" Then he paused with a strange look on his face, and looked down at his crotch, a rapidly swelling lump visible. With a moan of pleasure, he muttered, "Oh, oh, ohhh! Mmmm, that...that feels really good!"
Kelsey stared at the large bulge too; the apex of the stretched cloth growing wet, and felt a tingle between her legs. She wanted to see what was happening! He might end up hung like a horse, but while it was happening they could at least have some fun, and then she could call the old lady and get an antidote or something.
"Lean back Jeff," Kelsey said, "Let me have a look!" He didn't seem to have any objections; in fact he was sitting with his head thrown back moaning and humping at the air. Crouching she took off his shoes and socks; PU-needs more foot powder, and slid his pants off followed by his shorts. Then she rocked back on her heels and stared as what was revealed.
Oh my, Kelsey thought, Jeff's cock was already at least twice as big as it had been before! It jutted up, a good six or seven inches long, his balls also visibly larger. Now that's more like it! She thought as she stood up and slipped out of her own clothes. What had the witch said, it would happen faster if they were fucking, and it would be more enjoyable for both of them?? Something like that. Well, time to follow the directions. First she slipped his shirt off over his head, leaving them both naked. She didn't like doing it partially clothed. It was butt naked or nothing. But man, Jeff was really out of it. He was mumbling and seemed almost drunk, his rigid cock bobbing as he humped up at the air and fondled his balls.
"Slide down a little more baby", Kelsey said; and pulled on his waist until he slid down in the easy chair making it easier for her to straddle him, "Yeah, that's good!"
Jeez, is it even bigger, now? Kelsey thought as she lowered herself onto Jeff's rigid cock, using one hand to steady herself as the other guided him into her eager wet pussy. Feeling the head of his cock pressing against her sex she threw her head back, and slowly lowered herself until she was impaled, groaning in pleasure as he hilted deep inside her. Oh yeah, she thought, this was a LOT better, and he'd never felt so HOT before! As she began to move he grunted and moaned, but otherwise just laid there and let her do all the work, which was fine with her. It didn't take long, and grinding down she squealed as her first orgasm exploded in her quivering pussy, and Jeff gave a loud yelping groan as his cock spurted powerfully, filling her with cum.
Kelsey waited minute, hands gripping the back of the chair, sweat dripping from her face and rigid nipples onto Jeff's flaccid face. Then she began to rock again, gasping as she realized the cock in her was even larger now, her pussy well filled and stretched in an incredibly pleasurable way. She could feel it throbbing as she rocked back and forth, Jeff seemingly out of it except for his grunts and moans of pleasure. She would have liked him to be a little more 'cooperative' and rub her tits and suck her nipples, but this was OK too. At first she was able to hilt him with every downward thrust, but soon realized her thighs weren't quite reaching his anymore, and her pussy was starting to feel like it was going to split and tear!! But the pleasure was agonizing now, and as they climaxed again a gout of cum spurted out of their tight joining, and as her orgasm faded his cock suddenly popped out of her, still pumping cum. She tried to guide him back in, but at best only a few inches would push in almost painfully, so she finally gave up, and hopped down off the chair. It had been fantastic, but she wanted more!! Then she stared in amazement.
Jeff's cock was at least a foot long now, and twice as thick as it had been, and his balls! They had grown to softballs, his scrotum still loose as it grew with them.
"Jeff," Kelsey said, "Jesus, look at your cock!" But he didn't answer; not really, just mumbled something.
"Umm, good, f-feels good..." Jeff mumbled.
Kelsey moved closer and took a better look, and she could see a tracery of veins pulsing on; and just below, the surface of his shaft at they pumped blood into the still growing cock. She could SEE it growing! Reaching up she touched the shaft, and sucked in her breath. It was so hot, the surface flushed and rigid, taut! Reaching down she hefted one of the huge balls, and could feel the heat coming off it too, and Jeff groaned and moaned as she kneaded the large orb. Taking her other hand she started stroking the shaft and bent over to take the head in her mouth. As she sucked and tongued his cock Jeff thrust upward, groaning in ecstasy. And when his cock pulsed she sucked and slurped as her mouth was filled with cum almost steaming hot, but no matter how she tried to swallow it all some ran out and dripped down her chin and onto her breasts. As it reached her stomach an amazingly pleasure sensation exploded in her guts, and where it touched her skin the cum tingled and burned just enough to feel incredibly pleasurable, her nipples rigid and sensitive. Groaning she reached up and rubbed the spilled cum over her breasts, the pleasure increasing. More, she thought, I want more! And Jeff was only too glad to oblige as she kept sucking his cock, milking him of his seemingly inexhaustible supply of cum.
Kelsey kept kneading the swelling mound of Jeff's ballsack, and sucking and licking his penis as it steadily swelled and grew, not even realizing what was happening as she sucked down more and more cum, more and more splattering over her body as the growing shaft pulsed again and again as she stroked it; growing even larger with every orgasm, the supply of fresh cum endless. She just couldn't get enough, her belly visibly swelling from the cum sloshing inside of it, her body now entirely coated in a layer of thick gooey layer of pre and cum. More...she wanted more!! Mmmm, yesss! She moaned in ecstasy as the head exploded again, hot rich cum pumping into her eagerly swallowing throat.
Jeff was lost to his transformation, lost in a daze of confused sexual euphoria that drowned any worries or concerns he might have if he'd been able to see what was happening to him as Kelsey fed off his still growing genitals. Kelsey gripped the huge meaty shaft and ran it between her large breasts as she kissed and licked the head which was now too large for her to get in her mouth. In fact she was standing now, rubbing her pussy against the throbbing shaft as well as thick burbling fountains of cum drenched her and ran down her body as she slurped and swallowed hungrily.
Both were so lost in the power of the magic they never noticed as Jeff's swelling balls slowly absorbed his legs until only his balls remained below his waist, and his arms and body began merging with the straining shaft of the his gigantic penis. There was a brief moment; as the shaft finished sinking into his body; during which the constant supply of cum was interrupted, but as his gasping moaning mouth turned to a vertical slit a fresh supply of pre and cum began burbling out of it as his sounds of ecstasy faded into wet gurgles, then silence. And still Kelsey ground against him, her eyes closed as she orgasmed again and again, a new fountain of cum washing over her in thick gooey waves every few minutes. The huge cock squirmed a little as Jeff realized for the first time something was horribly wrong, but then it became rigid again as a final massive orgasm racked the thing he had become, cum washing over Kelsey in thick creamy waves.
Kelsey groaned in ecstasy as she climaxed again, rubbing her pussy and tits against the massive round pole of hot flesh she was hugging, her open mouth filling with a fresh supply of delicious cum, and then she opened eyes and frowned. As she came down from her magic and cum induced high she finally realized what she was embracing, and lifted her head to see the head of a giant penis on the end of a massive shaft that ended several feet above her head! With a squeal she let the hot fleshy pole go, and as she stepped back thick gooey ropes of cum stretched between them as it slowly fell forward, and with a squeal she jumped out of the way as the penis landed in a thick gooey puddle of cum with a soggy 'splat'! The huge balls resting on the chair followed, slowly sliding off the chair to join the cock on the floor.
"JEFFFFF!" Kelsey screamed in horror as she stared at the giant penis that was all that was left of her boyfriend. No eyes, no face, just a glans with a vertical urethra slit that was drooling pre and cum. As she watched, too frozen in shock to do anything else, the shaft slowly went flaccid, but didn't get all that much smaller. As it did the huge cock began to squirm and slide around in the puddle of cum a little bit, the lipless slit pursing and smacking wetly as it drooled pre, almost like it was trying to talk. "Oh God, Jeff!"
Squatting down next to the blindly questing head of the huge phallus Kelsey gently stroked the massive glans, and said, "Don't worry, I'll call that damn witch, she'll have some way of fixing this! I didn't want this, I'm so sorry!" Of course the huge cock didn't answer, but it seemed to know she was there; and nudged against her, pushing its head between her legs as it slurped at her thighs and pussy, and she gave a moan of pleasure. She kept stroking the head and thick pole of its shaft, and it began to pulse and throb as it began to harden, and leaning forward she rubbed her tits against it as it kept slurping between her legs. "Ugh, mmmm!" She gasped in pleasure. The whole shaft was slick with pre and cum; her body drenched in it, and she licked some off, the familiar tingling starting again, stronger now. "Mmmm." Well, no rush; she thought! This should be...very interesting.
Jeff wasn't quite aware anymore, but the thing he had become certainly felt the pleasure its unseen companion was inflicting on it, and wanted more. In fact the pleasure was all that mattered, it was made for pleasure. What else could there be for something like it?? Eagerly it rubbed against the unseen pleasurer, smearing it with its pre.
Kelsey moaned as she slid her body up and down the length of the hard rigid shaft between her legs as she straddled it. "Ohhh, ugghhhh!" She gasped as she orgasmed again, her pussy lips spread wide against the slick hot pole she was sliding against, her clit rubbing against it. "Ugh, ugh, uggghhhh!" She could actually see the balls throbbing as the cock pulsed again, a massive flow of thick creamy gooey cum pouring from its urethra slit to join the already huge puddle on the floor. As it did she scooped handfuls of it into her mouth; smearing it on her body, eager for more. This had been going on for quite some time, and she didn't want it to stop anytime soon. It wouldn't hurt Jeff to remain like he was now for a couple of more days, then on Monday she would go to the witch lady and get an antidote, and things would be back to 'normal'. She just wished she could get him inside her pussy, but his shaft was now bigger then she was, so no way. But she loved the way his slit would suck and slurp at her pussy, so sliding off his quivering shaft she spread her legs wide and pulled herself up against his large drooling head. As if sensing she was there he began to suck and press against her nether lips like he was trying amount her, and she laid back in the thick puddle of cum and moaned in pleasure, her eyes closed as another massively pleasurable orgasm began to build in her aching sex. "Ohhhh, yesssss!" She groaned as gouts of thick cum flowed across her belly and breasts; splattering on her face, as the penis ejaculated again.
Jeff sucked and slobbered eagerly at the soft warm flesh he could feel with his sensitive urethra 'lips'. It would periodically release a flow of fluids of its own, his slit slurping at them in delight, his head tingling as they flowed over it. His own massive flows of cum were dwindling now as his balls emptied themselves, and slowly he begin to go flaccid. He still kept probing at the tasty treat pressed against his lips, and his hunger for more began to grow. His balls were empty now; it was time to...refill them. He could sense the large puddle of cum and began to slurp at it as well, but first...
Kelsey; lost in sea of sexual satiation unlike anything she'd ever thought possible, didn't notice as Jeff's cock went flaccid again, pulling back a little from her well serviced pussy. With a moan she slid her hands between her legs and began to tweak her clit and finger herself, sliding several fingers into her sex, her whole body tingling from the thick cum covering it. She wanted to cum again, she wanted more! Grunting, she started finger fucking herself.
Jeff's movement was very limited in his new form, but he slid his head blindly around as his lips pursed and slurped hungrily as he sucked up the thick cum. He bumped against Kelsey's legs, mouthing toothlessly at her, and she moaned in pleasure from the feel of his pre oozing slit sucking at her legs and thighs. Then suddenly he felt something slide into his slit, and with an eager slurp tightened his muscular shaft around it to keep it from sliding back out. Then a short time later something pressed against his soft sensitive head, and he opened his slit as something else slid in to join the first thing he'd caught. After that there didn't seem to be anything else; so he began to swallow, his thick muscular tubular shaft slowly rippling. So hungry!
Kelsey kept pleasuring herself, fingers busy between her legs as she brought herself to orgasm after orgasm, and there was a very nice and warm wetness covering part of her legs now, it felt like a slick wet sleeping bag. Keeping one hand busy between her legs she raised the other and felt around, finding the warm slick head of the giant penis that had been her boyfriend. She smiled and caressed it, fingers thrusting, then as that lovely warm wetness slid over her hand and up around her waist she orgasmed violently.
"Um, ummm, oh...yeahhhhh!" Kelsey groaned. Then as she tried to pull her fingers from her still quivering pussy, she frowned in annoyance. She tried again, but that lovely slick warm feeling was very tight, and she couldn't pull her fingers out of her pussy. Frowning again she raised her head, and stared; at first in confused disbelief, then in growing terror. W-What the...Hell!?!
Jeff slowly swallowed the delicious tasting cum slickened thing he'd managed to catch; the feel of it sliding down his urethra tube incredibly pleasurable. It was slick and warm, soft, and slid in easily despite stretching him almost twice as wide as his thickness. And soooo delicious! With a happy gurgle he swallowed again. Then it began to move a lot more, and the pleasure just increased. Sluuurrrpp!
Kelsey stared in shock at where her body disappeared into the flared slit and shaft of the giant penis she'd been having so much fun with. The thick muscular lips of its urethra slit had reached the base of her tits now, and she beat at it desperately with her one free arm, her other was trapped inside the tight embrace of its tube, her fingers still buried in her pussy. As she struggled; and the penis kept swallowing, it made her fingers push deeper into her pussy and the pleasure was horribly distracting, making her struggles less effective than they might have been as she was brought to orgasm again and again, cumming almost constantly from the effects of the pre and cum that she had swallowed in such a large amount. Plus she was coated in a thick gooey coating of pre and cum, and she could get no grip on the penis's slick body, so all she could do was beat at it with loud meaty thwacks. The worst was it felt so wonderful, the lining of the urethra tube caressing and sucking against her nude body as she was pulled it, it was like being licked by thousands of wet slimy tongues all at once, her body twitching and shuddering from the incredible stimulation. With another slurp the lips began to slide up and over her throbbing sensitive nipples, and she beat futilely at the thing eating her alive, and begged,
"J-Jeff, uggghhh, d-don't!! Oh God, it's me, it's Kelsey! Uh-uh-ugghh! P-Please don't...eat me! S-Stoooppp! Oh, ohhh, ugghhhhh!" But the massive pulsing shaft gave no indication that it could even hear her, or if it did, it didn't care. "J-Jeff...pleeasssee!"
Kelsey tried to scream for help, but the constriction slowly moving up her chest only allowed her to gasp and moan as her tits slid into the slobbering maw, and she gave a sob of pleasure as the warm slick lining began rubbing against her aching nipples. Ohhh God, it felt so good!! As the lips closed around her neck she gave in to the inevitable, fingers busy in her pussy as another orgasm built, caressing and rubbing the slobbering pulsing shaft as best she could with her free arm. She could no longer resist the nonstop stimulation to her whole body. She was moaning in ecstasy as another orgasm racked her body, her moan of ecstasy trailing off to a muffled wail as soft lips slid over her mouth, her eyes wide in terror as those same lips slid over them a few seconds later. For a minute her long cum soaked hair was visible, then the last strand slid inside the now closing slit followed by a desperately flailing hand trying to grab anything, but only coming up with fistfuls of thick gooey cum. Then with a final slurp the slit closed, and the large squirming bulge; its feminine outline clearly visible, began sliding down the pulsing rippling shaft.
Jeff gave a happy gurgle as he finished swallowing his meal, the feeling of its wriggling body sliding down his shaft incredibly pleasurable. Despite his appearance he wasn't a true penis in every way, his new body had modified itself for its new and unusual existence. On testical was more of a giant prostate now to produce the pre he needed to feed and lubricate himself for pleasure, the other was still a testicle in that it produced cum, but it now had two ways to do so. By natural production, or by...ingestion. As the squirming bulge slowly slid down his shaft as he quivered in pleasure, and then Kelsey was pushed into one of his balls, the already large testicle swelling noticeably. He gave a final shudder or pleasure, his slit drooling a brief flow of pre, and then he settled down to...finish.
Kelsey tried to scream as she felt herself being pulled deeper into the penis's flexing rippling body, its tight, hot, slick, wet, slippery urethra tube caressing every inch of her body, but all she got was mouthful of delicious pre and cum, causing her sexual arousal to increase even more as she kept desperately fingering her clit and pussy. This is impossible, she thought; I've just been eaten alive by a giant cock! It's insane! As she felt her hand slide into the tight wet opening she realized in horror that while it was insane, it was true, it had finished swallowing her. Now there was no hope; no escape, as her last journey continued. She thought she was going to suffocate, but the cum and pre almost seemed to be aerated, and she found she could breathe, though just barely. She kept struggling as best she could, but at the most could only wiggle a little bit, her free arm and hard sliding around in the slick tube encasing her body, but there was nothing to grip to try and slow her descent. Then all of a sudden she felt her toes push against something, and then through a tight opening. The penis swallowed again, the ripple of muscles more powerful this time, and with a few more irresistible swallows she was pushed through the opening and into a hot steamy soft place where there was more room.
Though there was more room Kelsey was only able to curl up in a loose fetal position, her head resting on her knees, tits pressed against her legs. To her surprise she could see, a dim reddish diffused light allowing that. She pushed at the slick wet flesh surrounding her, and to her surprise her hand sank for some distance into the rubbery hot lining of...Oh God, she realized, I'm in one of his balls! Desperately she pushed with all her strength, using her arms and legs at the same time, and could manage to straighten out her body, but as soon as she tired the soft spongy flesh would shrink and force her back into a curled up position. There had been a small puddle of thick cum in the bottom of the testicle when she'd entered it, but she soon began to realize the level was rising, that more was spilling through the same tight opening she'd slid through as she entered his ballsack.
Contented, but still hungry, Jeff began to slide his head through the large thick puddle of cum, his slit eagerly sucking up the thick goo like a vacuum cleaner. Mmm, delicious!
Kelsey tried to stop the thick steady flow of cum by pressing her hands to the sphincter like opening, but every time it pulsed and opened more cum came flooding in, her efforts useless. Slowly the level of cum rose to her waist, then finally it began to slow down and she breathed easier. I...I can survive in here until someone finds us; cuts me out, she thought, I can breathe, and drink and eat the cum. It will be gross and horrible, but I can do it! Absently she slid her fingers into her pussy without even realizing it, and began to pleasure herself again; the coating of thick cum arousing her as has the tingling started again, only much stronger this time, and she moaned in pleasure as the effect spread to her whole body, inside and out.
Kelsey screamed, her cries loud gurgles, as she clawed and kicked at the soft flesh encasing her body, her head just barely above the still rising level of cum filling the testicle. She had though she was imagining it at first, her thoughts and feelings dulled by the incredible pleasure as she kept pleasuring herself. But there were no doubt about it now; her body was...softening, dissolving. The first she'd become aware was when her fingers just disappeared, and she was unable to pleasure herself any longer. Now her arms were gone to the elbows, her legs to her knees, as she continued to turn into...cum, and her tits were gone, the heavy breasts bursting and dissolving into the thick white fluid slowly filling the squirming gurgling testicle. She knew she was dissolving inside as well, a thick flow of cum slowly oozing from her pussy, and realized all the cum she had swallowed was 'digesting' her. But there was no pain, only incredible pleasure, as she felt herself becoming something new, part of the huge cock that had 'eaten' her. But she still struggled, refusing to accept her fate, gouts of cum bursting from her lips as he gave loud gurgling screams, until, with one final wail her dwindling form sank beneath the heaving surface of fresh hot cum for good. The ballsack continued to squirm and move for awhile longer, then became still, nice and swollen, taut and full of fresh cum, full and ready to be pleasured.
Kelsey floated in a world of comfortable hotness and pleasure, still fully and horribly aware of what she was now. Cum, she thought, I'm cum! She had no arms or legs, no real body, she was just soft shapeless goo. Every now and then the testicle would churn and she would quiver in ecstasy as she was 'stirred' to help keep her well mixed and fresh, then it would grow still again. Oh God, Kelsey thought, please, someone help me, I don't want to be CUM!! And what would happen if...if he ejaculated! She'd be blasted out of her new 'home', to fill some pussy or splatter on the floor! What if, what if she impregnated somebody, or something!?! But slowly, as the weekend passed, she began to realize she could feel the rest of her new home more and more; feel the other testicle, and the shaft as well. I'm becoming his penis, she realized in horror, I'm becoming HIM!
The old woman, whose name was Ms. Kennedy, picked up her cat; the familiar giving a loud meow, and said,
"Yes, Bernard, it's time we paid that nice young lady a visit. It would appear she's forgotten about our agreement. Young people these days, no integrity! Hmph!"
Ms. Kennedy rang the bell, and knocked on the door several times, but there was no response. She knew someone was home though, she could sense it. Well, during her time as a witch she'd picked up some useful tricks, and using a lockpick she easily popped the lock, and slipped into the quiet house. Bernard dashed ahead of her for a look around, and a few seconds later she heard his perplexed sounding meow. Oh dear, she thought, and followed him.
Ms. Kennedy clucked to herself as she looked at the giant penis and balls lying on the floor. Stupid girl, she'd told her NOT to use all of the potion! And she knew what had happened, could sense not one, but two, souls trapped in the obscene thing lying there blindly squirming in a large puddle of gooey cum. "Oh dear, oh dear." She muttered, well, too late now. At least for one of them. Taking a bottle out of her purse she poured the contents on the giant sexual organ, and it writhed from the feel as the warm fluid soaked into its body. Crouching down she gave one of the large swollen balls a pat, and said,
"I'm sorry dearie, I can help your boyfriend, but not you." She knew the entity trapped in the large pulsing orb could understand her. "You're cum now, for good, but not to worry. Whenever he cums part of you will stay behind to become a fresh supply in both of his balls, and you'll feel what his cock feels. You're a part of him now; his cock and balls, for good. But it will be quite pleasurable."
Standing back up the witch watched as the giant penis and balls began to change as he started to become human again. It would take a long time though, and the massive organ would have to void a lot of cum and pre to lose body weight, which would keep it in a state of sexual euphoria until the change had reversed itself. And since it would take so long it would need help, especially to be able to orgasm as often as possible to speed up the process. With a sigh she went over to a table, and taking off her clothes she folded them neatly on top of it, and then turned back to the thing on the floor. A witch's work is never done; she thought, but sometimes it can be quite enjoyable. Despite her age she still had a very nice body, her large tits still firm, her hips wide, her mound raised with large pink frilly lips protruding from the nest of thick pubic hair.
She waited until the potion took full effect; the cock writhing and squirming at it became fully erect, then she straddled the massive shaft and began to slide herself back and forth, slow at first, then faster. Leaning down she let her large breasts be spread by the now throbbing penis; oh yes, she thought, she was going to enjoy this! Yep, here comes the first one!! The cock shuddered, and a virtual torrent of hot steaming cum blasted from is head to splatter on the floor. Yee-hah, ride'em cowboy!! Ms. Kennedy thought as the cock bounced and bobbed in ecstasy as she rode it to orgasm after orgasm, the huge shaft pulsing and pumping.
W-What's happening, Kelsey wondered? Though blind she was aware that someone else was there, in the room with the thing she and Jeff had become. She felt something cool being poured on her, and then it began tingling as it soaked in. Oh, ohhh my!! She felt herself swelling, lengthening, hardening, and it felt absolutely incredible!! Oh, oh, uhhhhh, Mmmmm! Then something warm and soft sat on her, and began to slide back and forth. Oh, OH, OHHHHH GODDDDD!!! As 'she' orgasmed Kelsey was totally overwhelmed by the sheer intensity and concentrated pleasure as she pumped thick hot cum down; and out, of her body; and she could actually feel the cum, feel it as it lay steaming on the floor. But as the pleasure faded that soft warmth was still there, sliding, caressing, giving pleasure. OH, OH, OHHHHH!
Ah, now we're getting somewhere! Ms. Kennedy thought as the penis's head began to develop eyes, nose, and the urethra slit began to dwindle into an actual mouth, and bumps began to form on the shaft as arms began forming. The cock was noticeably smaller now too, it's excess bulk now a huge pile of thick steaming cum as its balls kept producing more and more to keep it filled, both testicles straining and throbbing. It had been about six hours, and she'd lost track of how many times the massive organ had ejaculated, not to mention her own frequent orgasms as she rode the great cock, it's cum and pre soaking into her body and increasing the pleasure tenfold. She kept riding the rock hard shaft until it suddenly spasmed, and a much smaller; but still quite large cock, began growing at the base of what was now a recognizable human torso, partially formed arms flailing weekly. The man's mouth gurgled and burbled as it coughed up a final gout of cum and pre, and then started gasping as lungs formed. She moved her attention to a much more normal sized cock jutting up from the still massive testes as legs formed and pushed out. About time, the witch thought as she impaled herself on the fifteen inch cock; or as much as she could. She'd been having quite a few very nice orgasms, but it just wasn't the same without a nice hard cock inside you. Oh yeeaaahhhh! She thought as she rocked back and forth, her pussy well stretched by the massive shaft partially filling it. Been awhile since she had anything this big, or insatiable, inside of her!
Kelsey sank into a haze of unbelievable pleasure, her mind swimming in a sea of total sexual ecstasy as she orgasmed again and again as a male sexual organ, balls clenching and straining, shaft pulsing as she ejaculated again and again. Her essence and awareness were completely endued in the massive penis and testes now, but as it began to reform into a human that was all she occupied. Jeff would be in complete charge, and would probably never even know a second awareness lived on in his genitals. But then something changed, and suddenly that warm slick wetness encased her whole shaft and began to slide up and down it. Before it had only been on part of her, now it had swallowed her! A-A pussy, I'm in a pussy; Kelsey realized as the pleasure entered a whole new stage. Ohhh please, more, MORE!!! Her whole body throbbed in pleasure as she slid in and out of the slick warn tube encasing her body, caressing and sucking at her.
A couple of hours later Ms. Kennedy brought herself, and her 'lover' to final massively violent orgasms, and the large cock filling her so well suddenly went flaccid and slid from her well serviced pussy. She gave a final groan of pleasure as it slid from her followed by a flow of pre and cum, and stood up and looked down at the comatose young man, the very well hung comatose young man. His flaccid cock was a good six inches long; thick and meaty, and would be much longer hard, and his balls were about twice the normal size & then some. Very nice, she thought. Just what he needed, too bad about the girl though. But she'd be happy like she was; living a life of extreme pleasure as her boyfriends sexual organ. He would be pretty much insatiable, and the girls would find him irresistible now. He'd even put on some more body mass in the form of a very nice six-pack and abs.
I am a mess; Ms. Kennedy thought, her body covered in a thick gooey layer of cum and pre. Leaving the sleeping man on the floor she quickly found the bathroom and took a good long hot shower. Then she dried herself off with some nice fluffy towels, and returning to the scene of the incredible coupling she put her clothes back on. There, she thought, all better. Bernard would smell the sex on her though, and be so jealous. Well, she'd make it up to her horny little familiar.
She took a final look at the slumbering man, the huge puddle of cum now much smaller as it slowly evaporated. In another hour or so it would gone entirely, and no trace of what had happened would remain, except for the impressive new set of genitals between the young man's legs. As she watched the penis squirmed a little, the head blindly nosing at his thigh. Well, she thought, he'll have to get used to his cock moving on its own, at least when it's not hard, the organ sentient and aware, and he would find his sex life quite...amazing. His new cock would be quite...demanding. And he should have no real idea as to what happened by time he became aware again in a few hours. Ms. Kennedy knew some horny young witches she'd steer his way; he should be able to keep them...satisfied with his new found capabilities. She let herself back out, locked the door after her, and went home quite satisfied. That had been one Hell of a fuck.
THE END
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