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"Actually -- I think I need to see Chuck today," Jim decided. "I could use his advice."

"Well, all right," said Sharon. "I'll hope you'll be able to confide in me someday the way you can confide in Chuck. But I have to admit, you have good taste in friends."

"Thanks. Ah -- could you step out for a minute?"

Sharon was amused. "So shy all of a sudden!?"

"I just ... need to concentrate for a minute, and ... you kind of make that difficult."

"Aww!" It was a good enough suggestion of a compliment to work on her. "Okay!"

Jim had a quick breakfast and warned Sharon that a picnic might not be doable. He was relieve to sense his phalli squirming nicely in her presence but otherwise behaving themselves.

If there was anyone he could talk to about this, it was Chuck, his oldest best friend. Desperate for supportive company, he drove right over.

"Where's Chuck?" Jim wondered as the door swung open.

"I'm afraid he's out of town right now, but will be due back later this morning ... maybe as soon as one hour. Would you care to wait?"

"Sure, Nancy, thank you."

Jim relaxed a bit as he settled himself down in the living room. Somehow simply being in Chuck's house reassured him that there was sanity and stability in the world which could surely be brought to bear upon his problem. For one thing, he had great respect for Chuck and his wife Nancy, and saw in their marriage a kind of ideal -- even downright enviable -- relationship which he wished all the luck and success in the world.

"Here we go," Nancy said sweetly as she returned to serve themselves some iced tea.

Jim shook his head as Nancy sat across the room from him. He was blessed to have a sweet and hot a girl as Sharon -- but Nancy was another such girl who could seriously divert a man's attention. She had a fine face -- and such a fine, fine body too. In fact, the more he sat, the more he could not help but admire her bold, lush, curvy contours. There had been times he had felt nearly tortured by how hot Nancy was -- and this was proving to be another such time.

"Jim?" Nancy seemed to be trying to figure him out. "Is anything wrong?"

"Wrong? Uhh -- "

In fact, at just that moment, something was wrong. To fit his pants on, his phalli had spontaneously braided together, six a piece, into two great fleshy ropes contained within his pants legs. Now he was feeling one of them surge out and beyond its braiding, and he froze as he realized it was extending ever longer, snaking its way down and out from his left pants leg and momentarily coming to rest on the carpet beneath the coffee table before him.

He tried to will it back into his pants somehow, but he was apparently a bit out of control. Nancy's hotness was simply not to be ignored.

"Wrong? Oh, why should you say that?" he bluffed, unable to keep a slight quavering warble out of his voice.

*Nancy notices the phallus on her own

Jim could barely see the bulge in his pants, but within moments his pants ripped open and out sprang...

*four penises growing and swelling, smashing about like they were tentacles.

Jim looked down and felt a pain in his groin his cock fell apart into four pieces like some one had cut it into perfect quarters with a really sharp knife. Then each quarter started to swell untill they were the size of his original penis. they each started growing and growing as they were growing he realized that he could control them like they were fingers and they were becoming like large tenticles. Then....

*Each penis splits again

As Jim watched, his dick's continued to lengthen. Twelve...fourteen...sixteen inches in length. TO Jim's surprise, they weren't growing any thicker, still just over an inch in diameter. A sharp pain suddenly shot through him, and Jim looked down to see his penises quickly triple in width. Two creases formed at the head and spread rapidly to the base of each shaft. As Jim continued to watch, his four penises divided into twelve, sixteen inch long rods. However, he found he could still manipulate them like tentacles. This being too much, Jim passed out with the laughter of the Demoness echoing around him. He woke up to find...

*himself in his girlfriend Sharon's bed, his breasts and cocks intact and Sharon sound asleep.

Jim felt reasonably reassured when he saw the breasts retracting to nothingness, but he still had to wonder why he had so much new man-junk down there.

"At last I will tell you what is going on," the Demoness mused within his head. "I enjoy sharing my femininity with your mortal females -- but I can't stand their delusions any longer. They drive themselves to neurosis and unhappiness always moaning about their need for LOVE. But they don't need LOVE at all -- they simply never had their brains properly fucked out by demonic power. I brought you to my dungeon because I know you will be my perfect instrument for proving me right. You will appear to women and you will challenge their loyalty to mere love, when they can betray that for a supreme ecstasy."

"You can't do this to me!" Jim whispered.

"I didn't choose you on some mere whim. Good luck!" Her cackling filled his mind, then ended.

"Mmmmm!" murmured Sharon as she began to awake. She cuddled closer to his upper body.

Jim looked her over. She was so beautiful, and such a fine friend -- he felt ashamed that her slim-chestedness had been on his mind when he had asked the Demoness for big breasts, though preferably on the Demoness and not him.

"Mmm, Jim, I'm going to want to talk with you about something today," said Sharon. "I love being able to talk with you. But it's nothing serious, it can wait. We have the whole day ... I was thinking of a picnic, maybe?"

Jim ground his molars, as he felt a slight twitching of life -- and sexual curiosity -- in each of his new twelve phalluses. "That sounds nice," was all he could think of to say.

*Jim runs away from Sharon at the first opportunity.

"So, you like big tits, eh?" asked the Demoness. Jim nodded his head in assent.

"And you want me to use my powers to grow some really big tits??" she prodded.

"Uh hunh," he managed to get out, his mouth turning dry in anticipation.

"Okay. Here goes," she said, an evil smile emerging on her face, and she waved her hands in the air. When her intricate motions were complete, she threw something at Jim's chest - only there appeared to be nothing there. He sure felt something, though. First, an impact. Then, a warm glow spread throughout his naked upper torso. The next thing he new, the tissue under his nipples began to swell.

"What the...?" he mumbled, looking down at what was happening to his body.

"You wanted to see if I could grow big tits, didn't you?" asked the Demoness, and she began to laugh as if she thought him foolish and insignificant.

"On you, you evil bitch, not me!" he screamed, causing an angry look to cross her face. Venting her anger, she blasted him again. This accelerated the growth of Jim's new breasts, which were now passing a C-cup and taking off at an alarming clip.

"You will mind your manners with me little man!" growled the she-demon in a frighteningly low tone of voice. "Don't forget who's the slave here and who's the master. Besides, you asked for really big tits, and now you're getting them!"

Startled by the transformation of his chest, Jim reached up to touch his growing knockers in disbelief. They were heavy, having now reached about a DD size, and jiggled when he touched them. His nipples were changing, too. They looked much more prominent, as would be expected on a woman's breasts. He rubbed his hands across them, and was greeted by sensations that he had never experienced before - sensations of pleasure. He was both disgusted and excited by his androgynous self. The thought of himself half man, half woman was repulsive.

All at once, his feelings of self loathing and loss of control overwhelmed him, and he burst into uncontrollable sobbing. This was very out-of-character for Jim. 'My god,' he thought, 'What's happening to me?' The Demoness stepped over to him and patted him on the shoulder.

"There, there," she said, mock sympathy in her voice, "It's okay. The hormonal balance in your body is all whacked out, that's all. Just think of it as PMS...nothing to get so upset about. Especially not for someone with a great pair of hooters like yours." This last comment had a lusty edge to it. She reached out to Jim and began to brush her fingers across his nipples. This time, the erotic sensation was even stronger, and it pulled him out of his mood. Looking down at his chest again, it appeared that his tits were roughly the size of basketballs, with large stiff nipples like grapes. The she-demon was now kneading his huge tits like dough, and dipped her head down to suck on one fat nipple. Seeing his own huge bosom and feeling the continued ministrations of the Demoness, he began to become aroused.

It was at that point that he discovered

*he had an incredible bulge in his pants.