"Hello nerd boy!", Sally the bitch called to me from across the classroom. "Damn, this has got to stop.", I thought as I slowly walked across the classroom towards my chair. I do not understand why that bitch and her elite circle of pals continue to harass and abuse my friends and me. I remember last semester she and her friends were real friendly, then we discovered they were "partying" with us to steal our notes and study papers. Needless to say we were pissed. I told Sally and company they weren't welcome anymore, that is when this bitch turned into Satan herself and the abuse begun. "Mr. Mason, is there some reason why your thoughts are not focused, perhaps you would like to share your daydreams with the class.", barked our molecular biology professor, Dr. Baldigger. "No sir, just thinking about our latest problem.", I lied. "If you would care to join the rest of the class we will continue.". "Sorry sir.", I replied. In the back of the classroom I could hear Sally and her group of bastard friends laugh. My thoughts turned back to how I could shut Sally up once and for all. After 55 minutes of intense molecular biological theory, most of which I missed, the class was over, time to get away from "Sally the slut" and her group of tit worshipping boyfriends. "Jim, hey Jim, slow down.", yelled Vicky. I waited for her to catch up. "Jim, you have to stop letting Sally and her group get to you.". "I know, it's just I hate being laughed at. I have worked hard to get where I am.", I told Vicky. "I know, but Sally is out to make an ass out of you and sitting in class day dreaming about revenge is going to affect your relationship with Dr. Baldigger.", Vicky said. "True, he is the one that got me my scholarship and has supported my research for physiological molecular morphing, but Sally pisses me off!", I told Vicky. "I understand, hey why don't you come over to my dorm this evening, Bill and Cindy will be there and we can all study together.", Vicky invited. "Sure, see you about seven.", I replied. I have known Vicky since grade school, we grew up together. She has always been there for me. She is not much to look at, about 5'6" tall, skinny, breasts so small she could use a band-aid for a bra, slightly bucked teeth and scraggly blonde hair that has probably never seen a beautician. But in spite of her lack of beauty, she posses a radiant quality that I just can't describe. She is my one true friend that has stood by me and supported me through the years. I resumed my walk towards the lab, at the lab I can relax. I've never had any people problems at the lab. Everyone seems to understand or can relate to me. Oh well, at least there is a place I can go think and carry on my research. I've always been regarded as a "Nerd". I can remember in grade school I was an advanced reader, high school level in fact. This made my friends jealous, they made fun of me. They would taunt me "hey Jim wanna come out and play we need a home plate, ha, ha, ha.". Then they would run off and leave me with my studies. That was then this is now. I've resigned myself to being smart, got used to it. So what if the inferior intellects of the world could not understand my thirst for knowledge. One day my research will make me famous. But I couldn't get revenge out of my mind. If I could only find the secrets of physiological molecular morphing, my problems would be over. Arriving at the lab I turned on all my equipment, computer, microscope, etc. Cindy walked up, "hey, I see you and Sally are getting along great, what's your secret?", Cindy jokingly asked "Ha, that big titted bitch is going to get it one day and I hope I'm there to see it!", I told her. "You had better watch it, Lance will beat the crap out of you if you lay one finger on her.", Cindy said. "I know, Lance is another asshole I'd like to see get his own, remember what goes around comes around, and one day both of those inhuman torture machines will get it.", I told Cindy. "OK, just take it easy, remember why you're here.", Cindy said. "You going over to Vicky's tonight?", Cindy asked. "Yep, I'll be there around 7." I told her. I tried to concentrate on my research, but my mind wouldn't let Sally go. Damn, that woman was beautiful. She was the sexiest woman I'd ever seen. Her figure was fabulous, looking at her from behind was a treat, looking at her from the front was a guaranteed boner popping experience. She was about 5'9", long shapely legs with just the right amount of muscle tone, not too strong, just right. Her legs rose sensuously up to her round shapely ass. God, her ass was great, nice and tight, I want to grab it. You couldn't tell where her legs stopped, they just blended in to her body, perfectly. Her hips were exquisite, they were prominent yet round and supple, I'd have to guess around 34" or so. She had one of the smallest waists I've ever seen, 20", believe it or not. Her skin was flawless, not one blemish anywhere and perfectly tanned, all over I'd guess. Blonde hair that is so shiny you practically had to wear sunglasses around her. Her face was incredible, deep, deep blue eyes, her eyes were so beautiful it hurt to look at them. Her facial features were perfectly proportioned and sculpted, but very soft. Her nose was tiny and pert, her mouth full and sensuous, her lips always seemed to be wet. Then there were her breasts, shit she had the largest breasts I've ever seen, at least EE if not an F. Her breasts are full and heavy, no stretch marks and they don't sag one inch. Nice long nipples that peek through everything she wears. I'd seen her in a bikini once. She was walking down the beach, her heavy breasts swaying gently with each step she took. Her immense bosom covered most of her upper body, readily exposed for the world to see. Perfectly firm and round they hung down to her belly button and stood out about 18 inches from her body. She walked up to her boy friend, Lance, stood in front of him and started caressing the sides of her swollen mams, she played with her erect nipples, she took turns lifting her monstrous melons to her mouth, sucking and licking on her nipples, man what a sight. They caught me watching and Lance proceeded to beat the shit out of me. Anyway, Sally was a walking sex goddess, she could have any man she wanted, and she was fucking her way through college. My day dreaming was interrupted by Cindy yelling and screaming about her new discovery. "Jim come her, look at this, I finally found it!" she cried out from across the lab. I lept out of my chair and ran over to her station. I looked into the microscope and could hardly believe my eyes. "You've done it! You've discovered the proper DNA encoding that will allow my molecular morphing compounds to be carried to the appropriate parts of the body!!", I yelled. We both hugged each other and jumped up and down with glee, at last years of research has paid off. But first we had to experiment with the compounds and make sure it worked. "Cindy, how fast can you make up the appropriate encoding agent?", I asked. "In about an hour.", she said. "OK, produce the agent and proceed to the animal lab, I'll get my morphing compound and meet you there.", I told her. "Right on, what morphing compound are you going to try first?", Cindy wanted to know. "I think I'll try the expansion compound first.", I replied. I gathered my morphing compound and headed for the animal portion of the lab. If this worked, I would be famous. Cindy showed up an hour later with a syringe full of her encoding compound, I poured my expansion compound into the syringe. The two compounds bonded perfectly. "What area of the body did you target the encoding compound to affect?", I asked. "The torso.", Cindy replied. "OK, here goes nothing." I said as I injected the lab rat with the chemicals. We stood there for fifteen minutes, nothing happened. "Shit, looks like we have to go back to the drawing board." I said. "Wait, check it out, it looks like it's working.", Cindy shrieked. Sure enough, the rat was starting to enlarge. His body started growing, he scurried around his cage, not knowing what was happening to him. His body expanded slowly but surely, soon his feet will not able to touch the floor of his cage. He doubled, then tripled his body size in about 45 minutes. He was so fat, movement was impossible. The rat finally stopped growing,, he glared at us as if saying "look assholes, I didn't ask to be here in the first place, now turn me back into my normal self, OK.". "Did you bring extra encoding compounds?", I asked Cindy. "Yep, I have plenty, wanna try to turn the little critter back into his normal self?", she asked. "Sure, I think Mr. Rat would appreciate that, I'm sure he doesn't like being the size of a football.", I laughed. We mixed our compounds and injected the rat. He slowly started to shrink to his normal size. After about 20 minutes he was back to normal. "Well Cindy, I couldn't have done it without you.", I told her. "I'm glad I was able to help, now maybe Sally and her asshole friends will leave us alone.", she said. "I doubt it, Sally and company will not comprehend, all they understand is sex and beer.", I told her. "Probably, but at least we've made a break through that will benefit all mankind. I can hardly wait to tell Vicky and Bill!", she exclaimed. "Hey do you have anymore of your encoder prepared?", I asked. "Yep, it's on my lab kiosk, help yourself, I'm going to Vicky's and tell them the news.", she said. "Right, I'll catch up with you later, tell Vicky to order a pizza and I'll buy.", I offered. "Will do, see you there.", she said as she packed her books and walked out the door. I couldn't help but pat myself on the back. At last, success was mine. I really didn't want to go to Vicky's but I promised and I always keep a promise. I gathered my books and turned off all the equipment. "Time to go and celebrate!", I told myself. I was running late, need to hurry, I hate being late. I ran through the lab door and as luck would have it, Sally and Lance were right in front of the door. I ran smack dab into Sally's enormous globes, have to admit I derived joy from touching her huge tits. Her books went flying and she almost fell down. I picked up her books and apologized, I couldn't take my eyes off her colossal chest. She was breathing hard with anger and as she breathed her huge mams would rise and fall with each breath. "Lance, that nerd freak is staring at my tits, do something!", she yelled. "Hey, you four eyed moron, I'm gonna make worm food out of you!", he exclaimed. It was too late, his fist crashed into the side of my skull sending me to the ground. I was on my hands and knees when Lance kicked me in the stomach. I vomited like I'd never vomited before. "Don't you ever look at my babe like that again, you understand?", Lance asked. "Sure, Sure.", I choked. "Good, you little prick, now run along to mommy.", he said. Sally bent down right in front of my face and scolded me "If I ever catch you staring at my breasts again, I'll cut your balls off and feed `em to you.", she proclaimed. Her vast mams were straining to free themselves from her supersized bra and I had to close my eyes or risk getting the shit kicked out of me again. Lance and Sally left, I still had all my body parts. I sat on the ground for a while thinking. Lance needed to be taught a lesson. Only problem was he is 6'6", 275 pounds of pure muscle. He was here on a football scholarship. Damn, I wish could get even with those two pricks. Then it hit me, an evil thought crept through my mind. I arrived at Vicky's 25 minutes late. "Where've you been Mr. Famous Scientist?", Vicky asked. She nodded towards Cindy, "She told me all about it, you're going to be famous!", she exalted. "Ran into Lance and his whore Sally, he used my face as a human punching bag. I don't feel good right now, but I'll be all right. All I want to do is go home and sleep.", I said. Vicky replied "Jim, are you going to be OK? I really worry about you." I said, "Yeah, I'll be all right just need a little sleep, I'll see you in the morning." I bid farewell to Bill and Cindy, then Vicky did something that totally surprised me. Vicky followed me through the door. "Jim, I can't control your life, lord knows I can barely control mine. But I can't control my feelings anymore. Sometimes I feel that if I had a better body and bigger tits, you would be sexually attracted to me. I found your stash of tit mags last week while I was cleaning your dorm room. I know you like big tits and shapely women. There is nothing wrong with that, I just wish there was something I could do to look like Sally.", she confessed. I told her, "Look, I like you the way you are, we're good friends and becoming lovers might spoil our relationship." Vicky looked hurt, "OK, I have to confess, if you did have bigger breasts and a better body, you and I would probably be ideal for each other.", I told her. An idea hit me, "Vicky, if I gave you some of my morphing compound, loaded with the proper encoding agents, would you be willing to test it?", I asked. Vicky replied, "Sure, what do I have to lose?". "I was hoping you would say that. There is something I must do first. I will get with you tomorrow, OK.", I told her. Vicky looked excited, "Excellent, I can hardly wait, be careful.", she said. I went back to my dorm. The first part of my plan fell right into my lap. Sally left a message on my answering machine, she wanted me to call her. I dialed her number, "Hello", Sally answered. I said, "This is Jim, what do you want Sally?". "I desperately need your help Jim, I need your molecular biology notes, please help me. There might be something, shall we say, big in it for you.", Sally said. I instantly got hard. Just thinking about those monstrous mams of hers got me excited. I invited, "All right, come over, but you have to bring Lance with you. I don't want any rumors getting back to him." "See you soon, bye.", she said. Damn, this was perfect, Dr. Baldigger isn't influenced by Sally's dynamite figure and she actually has to study for his class. Now this bitch was crawling to me for help. Man, life is great! I should feel bad for what I was about to do to Sally and Lance, but thank goodness I don't have a conscience when it comes to those two scum. I pulled out Cindy's encoders and mixed them with my morphing compounds. I made sure I had the appropriate enlarging and shrinking encoders mixed with the morphing compounds. I verified I had two beers in the fridge. The stage was set, all I needed were two unwilling and unsuspecting participants! The knock came sooner then I expected. I could hardly control myself. I opened the door, Sally was standing there looking fucking great. She was wearing a tight see through blouse that clung to her hammock sized bra. The bra was cut low and tight, it pushed her immense breasts up, exposing at least twelve inches of tit flesh through her blouse. Damn, too bad those didn't belong to me, I thought. Lance was peering at me from behind Sally. Oh well, here goes nothing. "Hi Jim, sorry about this afternoon. Guess I got carried away.", Sally said. "No problem, come on it and have a seat.", I offered. Sally turned my desk chair around and sat in it. She crossed her legs, her breasts were resting comfortably on her leg, what a sight. "Can I get ya'll a beer?", I asked. Lance, never missing an opportunity for a free beer, was the first to answer, "Sounds damn good to me.". Sally thought about it for a second then agreed a beer would be nice. I turned to my refrigerator, luckily they couldn't see what I was doing. I opened the two bottles of beer and poured them into frozen glasses, I then mixed in the compounds. I gave one beer to Lance the other to Sally. Lance downed his beer so fast I doubt he tasted it. "Ahhh, that was good, got any more?", he asked. "Nope, that's it.", I said. Sally took a couple swigs and started talking, "Look Jim, I need your help. Dr. Baldigger's class is killing us. I have a 2.0 GPA in his class and this mid- term is very important to me. If you agree to help us I'll let you fondle my big, bloated tits.". She then put her hands under her tremendous chest and pushed her tit flesh up for the offering. I couldn't resist, I reached out and massaged those magnificent mammaries. They were soft and firm, to bad they were changing, forever. Sally finished her beer. Sally cooed, "Well what do you think sailor, can you handle that request?" Ha, the formula was starting to work. Lance was red in the face. At first I thought he was pissed at me for touching Sally's tits, then it happened. His face was losing it's fullness, his arms started to shrivel. He was looking at his once magnificent body in horror, "What's happening to me!", he cried. He stood up grabbing at his chest. His chest was deflating, all his chest muscle was contracting to nothing, soon his 50" chest would be gone forever. His shorts started to fall around his legs, he had to grab his shorts to keep them from falling. His once muscled legs were now skin and bone. He even shrunk in physical height from 6'6" to around 5'5". He stood there looking like a fifty pound weakling, he probably weighed 110 pounds at the most. He glared at me with the hate of hell in his eyes, "You did this to me!", he shrieked. His voice was shrill and scratchy. He charged at me, I flicked him off like an ant. I couldn't resist, "How does it feel, asshole?", I asked smiling cheek to cheek. He crumpled to the floor and started to cry. I almost felt sorry for him, nah, not really. Sally sat and watched, dumbfounded by the events. Her metamorphosis was yet to begin. "What did you do to him?", she asked. "Nothing he didn't deserve.", I replied. "What are you going to do to me?", her voice was filled with horror. "I've already done it, you bitch. All those years of grief you've given me, just because I'm smart. Now it's my turn, you smelly whore. Your fate is much worse than his. You're going to become what you hate and despise the most!", I proclaimed. Suddenly she grabbed her huge breasts, "They feel warm and tingly, what have you done to me!", she screamed. "Don't worry, you will find out soon enough.", I laughed. Then it happened, her mighty EE's started to shrink, soon becoming an E. Sheer horror filled her expression. Her once enormous tits were now deteriorating, her mighty cleavage started to disappear into her bra. She grasped at her chest, rubbing desperately trying to stop the shrinking. Her magnificent balloons were now mere DD's. Her bra was very loose. Sally was frantic, she started bawling. She deflated to a D cup. She wouldn't take her eyes off her flattening chest. I couldn't help but feel great joy, at last this bitch is getting hers! She soon became a C cup, then a B cup and finally her hands were rubbing on nothing but ribs. Her mighty bra was totally useless now. Her magnificent breasts were deflated to nipples. She shrieked, "You took my breasts away, I look like a boy.". Then she smiled "But I can have surgery and get implants, you fucking bastard! Ha, you didn't think of everything! I still have my body!", she proclaimed. "Is that right. Why don't we just wait and see.", I said. She then realized her pants were getting tight. Her eyes showed anxiety. She stood up and watched her expanding body. Her belly started to inflate, her butt was getting larger, her arms and legs were swelling and her face was enlarging. Breathing was difficult because of the tightening clothes. She started tearing off her clothing exposing her growing body. Her belly was blowing up nicely, her figure was starting to disappear. It was becoming pudgy. Slowly, her belly expanded out and across. Rolls were forming, she started leaning backwards, trying to counter the weight her midsection was packing on. Her paunch was now a good 34" and still swelling. At this rate she was sure to have a 50" waist. She started rubbing her enormous tummy, her hands disappeared into the rolls of flesh that hung all around her. Her tummy now hung down below her pubic thatch. Her waist was at least 50". Her butt had kept up with her belly. It was now wide enough to see from her front, surprisingly it spread outwards and back, giving her the ass of a mega babe. She reached around to inspect the damage. She could not touch the back of her butt cheeks. She felt her huge ass with both hands. Her once tight and firm ass was now a mass of fat that stuck out at least two feet from her sides and at least three feet from her back. She had the biggest butt I have ever seen. Her legs were filling out, her thighs were becoming colossal. Her thighs expanded, they were rubbing together. Her thighs started to press hard against each other as fat continued to enlarge her legs. . Her calves were turning into balloons. Her calves were now 30" around and each thigh had to be at least 60" around. Her arms had grown so thick and large they couldn't lay by her side. She struggled to hold them up for inspection. They were so huge, at least 24" around. Her fingers had fattened to the point where she couldn't close her hand and make a fist. Last but not least her face was growing. She started to grow multiple chins. Her cheeks were inflating, her jowls were hanging at least 6" down her face. She had grown so many chins she had difficulty lowering her head. Suddenly, she collapsed into my chair. Her ass plastered over the seat of the chair. Apparently she couldn't handle the amassing weight. She was still growing. She looked down at her once extraordinary body. Her belly continued to balloon. It had three rolls of flab all around it. Her belly had become so enormous, it laid in her lap and started pushing her legs apart. She would never be able to touch her knees together! Her belly started to sag between her legs. She was so fat that her breathing caused her immense body to jiggle. Still no tits! Her chest was totally flat! I sat there and admired my work. She finally stopped growing, she had to weigh at least 500 pounds. She started to moan, "What am I going to do?", she sobbed. "Beats me, go on a diet.", I laughed. "Oh, I forgot to tell you, I laced the chemicals I gave you with some peptides that control hunger. You will be continually hungry, a non stop eating machine.", I said. She started crying and unconsciously reached for an unopened bag of chips on my desk. She ate the whole bag in a matter of seconds and started looking for more food. "I'll get even with you for this!", she wailed. I laughed, "I don't think so, you have no idea what I will do if you try something. You think you are fat now, I'd make you so fat you wouldn't be able to move! Suck on that you fat bitch!" She continued to sob for another 30 minutes. Lance just sat there and observed the expansion of his once slim and trim super stacked but now inflated girl friend. Finally, Sally tried to get up. It was difficult, but she finally managed. Her body was massive, she waddled towards my door, thighs rubbing together, arms resting on the fat spilling from her sides, belly sagging so far down it hit her knees when she walked. She managed to squeeze through the door sideways. Lance was right behind her. If she farted, it would blow him right through the wall. What a sight, I watched her waddle down the hall, clothed with sheets I had given her to drape over her gigantic body. Lance was right behind her. I slept like a baby. My revenge was complete, I have never felt peace like this in my life. I awoke at 9:00 am sharp and called Vicky, "Morning dear!", I cheerfully said into the phone. "Jim, is that you? Why do you sound so happy?", Vicky asked suspicisously. "You will see, literally, soon enough. I'm on my way over, get ready to go shopping, I'm going to buy you some new clothes for your new body.", I told her. She was excited, "Hot damn I can hardly wait, hurry over, we'll go to the mall that recently opened, haven't been there, but I hear they have nice clothes! Oh, Jim don't forget your morphing compounds." I laughed, "Don't worry, they are already in my pocket, see you soon.", and I hung up. We arrived at the mall around 10:00 am. Not very crowded, but that suited me, I hate shopping but I have to admit I'm a bit excited at what was about to happen. First we went to a clothing store, "Let's see I'm a size 6 now, what did you have in mind for me Jim?", Vicky wanted to know. "Oh, I guess a 10 or so should do the trick, why don't you pick up some jeans and a shirt, halter top maybe, or hell I don't care just something that will show some skin.", I replied. Damn I was getting excited. She picked out some jeans that are advertised as "form fitting". She then found a halter that had a low neck line, obviously it was for a woman that had something to show. Second we went to a lingerie/bra store. The clerk looked at Vicky, it was obvious she was laughing at her probably thinking "You wish you wore a bra". The clerked asked Vicky "May I help you?", "Yes, I'm interested in the largest bras you have.", Vicky told the clerk. The clerk snickered, "Oh you're gift shopping, how nice.". "No, it's for me, I'm planning an expansion soon, just take me to the damn bras, please.", Vicky hissed. Guess we all have our private hells. The clerk walked us over to the bra section. Vicky was looking at the C holsters. She held one up for my inspection, I shook my head "no" and silently mouthed "bigger, much bigger". She then picked up the largest cup size they had, a DD. That was a good start I figured. "Sure, we can start with that, let's get the hell out of here.", I said. We paid for the merchandise and left. I drove at record speeds. I pulled up in front of a fancy hotel. "What's this?", Vicky wanted to know. "A little surprise, my dear.", I grinned. We checked in and went to our suite. Upon entering the room Vicky immediately went into the bathroom to change. She came out wearing her new clothes. They hung on her boney frame. "Well, what do you think?", she asked. I was mixing the appropriate compounds, "You look thirsty, I think you need something to drink,.", I replied, my heart racing with anticipation. I handed her the glass, she gulped the chemicals down then walked over and stood in front of me. I sat down, I did not want to miss any of the metamorphosis. She was standing there, impatiently waiting. Ten minutes passed, it started to happen. Shit, my dick was getting hard. Her face was first, her cheeks were filling out, they were round and fleshy. Her boney face was gone, it was perfect, damn I'm good. Her lips were full and provocative, they invited a kiss. Her hair had softened and grown down to her ass. Her eye color even deepened, an unexpected side affect, but appreciated. She had the face of a goddess, full and supple. She smiled, exposing perfect white teeth. Her face gave a "fuck me" impression, my dick was expanding inside my pants. Her legs and ass were next. I could see her pants start to move. Slowly the jeans were filling out with her new legs and butt. They started to show her new shape. She turned around, I gasped. Her once flat ass was rounding and starting to press into her jeans. She continued her turn, her legs were becoming shapely, you could see the perfect lines her legs were making in the jeans. Her thighs were thick and showed the right amount of muscle. They tapered in size to her calves. She made one more turn. Her ass had filled out the jeans completely. Pressing tight into her clothing, it was full and round. She reached behind her and explored her new butt. Her hands touching the smooth curves of her round and supple tush. She giggled as she observed the precise lines her butt made. She looked at her new legs, they were full and svelte. Calling them shapely would be an understatement. Her jeans stretched around her legs, they gave an appearance of being painted on. Her lower body was absolutely astounding, I started rubbing my crotch. "See something you like?", she smiled. I could barely speak, "yyyes". "Well look at me now you gorgeous hunk of man meat.", she tempted as she turned and started caressing her tightly covered ass. "Umm, don't you wish you could have this now?", she enticed while seductively grinding her hips in and out, up and down. I was almost out of control. I could see her torso change. Remarkable, her tiny waist stayed the same but the rest of her torso filled out. Her tummy became meaty, just enough to give a beneficial roundness. Her boney ribs started to flesh out, being replaced by soft woman flesh. Talk about an hour glass figure. She had a voluptuous figure that was passion itself. She touched her well-developed upper body, letting her hands explore her wonderful curves. She was becoming aroused, I started squirming in my seat. My aching dick was begging to be freed. "Well what do you think Jim, you want to fuck me?", Vicky asked, resuming her sexy gyrating dance, giving me a complete view of her extraordinary body. Something had to give or my pounding heart and pulsing dick were going to explode. With a disappointed tone in her voice "Jim, you forgot something.", she said as she touched her flat chest. The bra was being held in place by its straps, it dangled around her nonexistent chest. "Be patient, give it time, they will", I was interrupted, "Jim, it's happening!" she yelled. She reached up to her swelling breasts. I couldn't see any difference, at first. Then I noticed her hands pushing outward. She had a broad smile on her face, she looked down to watch her expanding boobs. I was enthralled, to say the least. Her hands continued their outward push. Her bra and halter we still loose, but I was starting to see tit flesh swell around her hands. She was probably a B cup now, small but larger then she'd ever been in her life. Her growth continued, she was now a C cup. Her hands could no longer cover her breasts, boob flesh was flowing through her fingers. Her cleavage was becoming prominent. She was playing with her enlarging bosoms, hips pumping, she was moaning like an animal. She had now inflated to a D cup, the back of her hands were pressing into the front of her still loose bra. Her expanding breasts were "taking up the slack" of her bra and halter. She pushed in on her swelling breasts, giving me a good look at her now abundant cleavage. Her developing chest filled her DD bra. She pulled her hands out of the bra and cupped the outside of her bloating mams. She squeezed them together spilling quivering tit flesh through the low cut halter. She started stroking her massive DD tits, brushing the sides of her swelling globes, pushing her developing chest together. Her moaning increased. She reached under her melons, her hands disappeared, she cupped her engorged tits lifting and admiring their size and weight. Her huge tits continued to expand. Her DD bra was now full of trembling boob flesh. She shook her shoulders sending an eruption over her chest that caused her monster sized tits to shake inside her tight bra. She squeezed her big tits together, sending creamy boob flesh pouring through her tight bra, she then turned sideways. Her profile was impressive. Her tits stuck out 10" from her body, they were full, round, heavy and hung 3" above her belly button. Her halter was being strained by the tight bra, her inhaling and exhaling caused her immense boobs to rise and fall. "Ummm, look at me now Jim.", she said, rubbing the sides of her swollen mams. "I think they stopped growing, good thing, this bra is pretty tight. My tits are so large and heavy, just look at them, I like rubbing my swollen tits with my hands. Look how they jiggle when I shake my body. See how long it takes for my tits to stop moving." She was really getting into this. My cock was fixing to explode, it needed relief soon. "Ohhh Jim, don't you want to, oh my god, they're growing again!", she sounded excited. Her enormous tits were starting to increase in size! Her halter had gaps between it's buttons, her expanding udders were filling the bra beyond it's capacity. She reached down and felt her immense breasts, she beamed at me "These gigantic tits feel so good, I can feel them getting heavier, see how they're swelling, look at me baby, see how big my tits are getting, see how round they are. My tits are getting so huge they're going to grow out of my bra." Tit flesh was surging out of her bra, her halter buttons were fixing to go. The first button had reached the limit, her enlarging breasts would soon pop all her buttons. "Look at my halter, watch the buttons.", she took a deep breath. All the buttons shot off her halter, scattering across the room. Her halter was now useless, her bra was stretched to it's capacity. I had a full view of her tremendous holstered breasts. Her colossal chest was spilling through every opening in her bra. The straps were digging into her skin. She had grown at least two cup sizes larger. Her tits were ballooning through the underwire. "I'm getting so huge, watch me grow, watch my gigantic tits swell Jim. See how large they are, my bra is so tight, oh my, I can feel the straps starting to break. ", she said. Her enlarging bust burst her bra. Her gargantuan breasts were now free. It took several seconds for her colossal hooters to stop moving. She reached out to touch her bloated boobs, her arms were barely able to wrap around her still developing breasts. She mashed them into her body, her hands disappeared into the folds of her, still enlarging, huge mams. She picked one up, it's weight was enormous, she managed to get a nipple into her mouth, she sucked on her mammoth boob, sending a wave of pleasure through her body. She finally stopped growing. I hadn't planned on that second spurt of breast growth, must have been an error in my formula, oh well, life's a bitch, har har. She stood there, looking at me, breasts covering her entire upper body. At first I thought she was mad at me, then she smiled. "You bad boy, see what you did to me.", she pouted, resting her arms on top of her titanic tits. "How did you know I wanted breasts this large?", she asked trying to reach down and pick up her immense bosom. "Oops, looks like I can't reach around my chest anymore. take a good look, lover boy.", she teased. The view was magnificent, her breasts surged from her chest 30", no stretch marks or sagging. They were full and round. So round that when she held her arms by her side you couldn't see them. She was leaning back, trying to leverage their enormous weight. "Walk a little closer.", I pleaded. Her first steps with her new assets was a genuine treat. She almost lost her balance, her colossal breasts shook and jiggled with every step she took, they swayed side to side cutting wide arcs in the air. She stopped walking and looked at her new bloated toys, she shook her beach ball sized mams, sending an erruption through her huge chest that took 20 seconds to stop. This turned her on, she reached out trying to find her nipples. When she was unable to touch her nipples, she then asked, "Jim, I need to have my bloated mams sucked, feel up to it?" That's all it took for me. I lept out of my chair, stripping off my clothes. "Help me out of my pants, I'm afraid I won't be able to bend over any more.", she said as she patted her huge tits. I reached out and tried to unzip her pants, but her gigantic beach ball sized breasts got in my way. "Let me try it from the rear.", I said. I moved around her and unzipped her pants, then pulled them off. She tried to turn into my arms, her huge breasts almost knocked me over. Damn, they felt good. I tried hugging her from the front. My arms wouldn't reach around her, she mashed her tremendous breasts into my body, my dick was ready to explode. "Jim, I want you to fuck my enormous tits, I want you to come all over my beach balls.", she said as she slid her boundless chest up and down my body. We walked to the bedroom, her breasts swaying with each step. She crawled onto the bed and gave me a hands and knees pose, smiling like a horny devil. Her huge breasts filled the space between her knees and arms and they spread heavily on the bed. "I can feel my nipples pressing into the bed, it feels so good. Do you like me moving my melons across the bed, see how they swing, come take me Jim, come fuck my heavy monster sized tits.", she beckoned. She laid on her side then rolled on her back, massive boob flesh jiggling, rocking and rolling across her chest with each movement. I stood there and admired the view. Her body was perfect from head to toe. Her monstrous firm breasts looked like mountains ready to climb. I mounted her, sliding my dick between her enormous boobs. I wrapped my arms around her vast boob flesh and was even able to suck on her nipples while I titty fucked her. Her swollen creamy tit flesh quivered with each thrust. She was getting turned on, I reached around and started to play with her pussy, sliding my fingers in and out of her wet pussy. I could feel her start to cum, she bucked like a rodeo bull, pussy juice flowing over my hand. Her huge chest was jiggling and shaking, almost knocking me off, damn her tits were massive. I could feel my load of jism start to flow. I came inside her cleavage, I came so hard my feet hurt. Her cleavage was so deep, my load of cum did not escape from between her immense chest. I pulled out from between her breasts, she pulled her massive tits apart and spread my cum all over the inside of her breasts. She tried to set up, "Jim can you help me up? Appears my new accessories are going to take some getting use too", she said. Her immense globes rested in her lap, she placed her arms on top of her new breasts, "but I'm going to love getting fucked by you every night." she said. I smiled and said "ditto".