Wants and Needs
by tinysexygirl

It was a conversation that Kim Stack was growing of having: that of listening to her best friend Jill go on and on about her "boyfriend" Peter and how he never seemed to pay that much attention to her anymore.

The conversation was becoming something of a routine. They would go out somewhere, and Jill would start in on how lucky Kim was, that she had a great body and a great social life, how Jill was lucky to have a friend like here, how Jill wished that she had a body like Kim's 'cause Peter really enjoyed girls who were "filled out", and any day now Peter was going to find someone besides Plain Old Jill and dump her and leave her depressed and loveless once again.
Or, for shit's sake.

At first she didn't mind. She'd known Jill for years and considered her a good friend, and one of the things a good friend should do is listen to the problems of another friend. But after the first month of listening to this crap Kim had started to tune out Jill, and lately she found Jill's whining more annoying than bothersome.

Today had been no exception. Jill was looking for an "exciting" outfit that she could wear for this evening. Apparently Peter was in the mood for going out to dinner, and Jill thought if she found something "sexy", then Peter would be happy. The moment they hit the stores, though, Jill had started in. She wasn't tall enough. She wasn't curvy enough. Her breasts were small, her waist too big, her ass a sagging mess. Everything that Kim selected for her was wrong, it was just wrong!

And the whining just went on and on and on . . ..

Even when they arrived back at Jill's place the girl kept on. Jill was certain that Peter was going to dump her tonight, that he'd found someone else, someone sexier, someone who could do all the things he liked, all the things he'd love to do with Jill--
At that point Kim couldn't take it any more. "Like do what, Jill?" she asked, sighing. She crossed her legs and placed her purse in her lap.

Jill blushed. "Well, I know that Pete would love it if he could tit fuck me."

It was all Kim to do to keep from rolling her eyes. She'd heard this one before--right from Peter, as a matter of fact. She'd gone to a party with them once, and while Jill was off in the bathroom Peter--who had been a little drunk--started rambling on with one of his buddies and mentioned something about "fucking that porn bitch" between the breasts until he "spewed in her face." She'd shot him a look that he blew off, and since that moment she'd figured the less she had to do with Peter, the better.

"He could do it now if he wanted," Kim said.

Jill touched her breasts. "No, no, he couldn't," she moaned. "They're way too small."

"You have C cups, Jill. They're not that small."

"Smaller than yours."

Kim sighed again. Yes, she'd been blessed with a great figure and a very nice set of breasts. They were Ds, but they looked a great deal larger because of her slim, 5' 3" frame. "Shit, Jill," Kim growled, "to hear you talk you'd think I was built like some porn queen."

"You are nice," she said meekly.

"Yeah, right." She held her head for a moment. "Why don't you just dump this asshole?" Kim asked. "There are so many guys out there who'd jump at the chance to have a nice girl like you at their side."

Jill looked uncomfortable. She'd had this discussion with another friend once before, and she knew how Kim felt about Peter. "He treats me nice," she said. "He like me--"

"Without liking your body?"

"He likes it. It's just that . . . well, everyone would like something a little better."

"I don't."

Jill snorted. "You already have a great body," she said. "Guys want you--"

"Oh, bullshit."

"It's true. You're always getting hit on. I was never like that. I mean, until Peter started dating me--"

"You mean when you started going after Peter."

Jill glared at Kim. This had also been a heated point of contention between them. "I didn't go after Peter."

Now it was Kim's turn to snort. They'd both met Peter at a friend's party, and the moment Jill had laid eyes upon him she'd been smitten. She'd followed him around all night trying to make conversation, but it was only later when . . . "I guess me finding you on your knees giving him a blow job was--what? Just your way of introducing yourself?"

"That's mean!"

"It's the truth," Kim yelled. "Peter doesn't give a shit about you, and you know it. The only reason he hangs around is because you put out like some slut!"

"That's not true!"

"And why do you like him so much, huh?" Kim had let her anger build over the last few weeks and she wasn't in the mood to hold back. "You only go out with him because he's got muscles, that's why! Nothin' but a himbo with a great set of pecs." She snorted. "God, you are so fuckin' shallow sometimes, Jill."

Jill jumped up out of her chair, tears streaming down her face. "How can you say that to me?" she cried. "Why are you being so mean to me?"

"Because someone's gotta keep you from wasting your time with this asshole," Kim told her, "and I'm the only one who doesn't care if you don't like what I have to say."
Jill pacing in a circle, sobbing loudly and pulling on her hair. She did like Peter's body, she did like hanging on the arm of a well-build guy--but after how Kim put it to her she was damned if she'd admit it! "I think you should leave," she said between the sobs. "Peter's gonna be here soon--"

"And you don't want me here, I know." Kim stood, purse in hand, looking for her shoes. "You know, Jill, I ready do care about you--"

"I know."

"I just hate seeing you put yourself through this shit." She found her sandals and slipped them on. "Then again, you do it to yourself--"

"I do not!"

"Then why are you hanging with that loser? What do you do--oil his chest for him." Jill turned away slightly embraced. "Oh, shit, Jill, please tell me you haven't!"

"Just . . . one time," she said softly. "It was a sex thing." She turned away, unable to look at her friend.

Kim shook her head. That was about as much as she could take of this conversation. "I really feel sorry for you, hun. I really do. I wish there was some way I could take your mind off that idiot."

Jill was about to respond with a rather nasty retort, but the words froze in her throat as she turned she watched, opened mouth, as Kim began to change.

Kim was growing out of her clothes. Her tiny frame was expanding, both upward and outward. In a matter of seconds she was taller than Jill's 5' 7" body. Her blouse began popping its buttons as her shoulders and chest grew, her crop pants were stretched tight across her full hips. Her bare midriff began to form a six-pack as Kim's legs and arms thickened with muscle. Her shoulders broadened as her pants ripped at the seams, her massive thighs tearing them to shreds. Her biceps were doing the same to her blouse, while her bra gave up the ghost and exploded across the room as her swelling breasts forced it off her chest.

Jill couldn't take her eyes off Kim as her height shot past six foot and up towards seven. As she grew her body was developing muscle mass. Her legs were not only bulging, but her quads and calves were separating. As her neck disappeared into her shoulders her arms swelled, veins standing out, making her appear as if she'd just spent the last two hours working out.

In fact her whole body was taking on the appearance of extreme definition, the sort one only found on comic book characters. Kim's body seemed engorged with muscle fiber--except for breasts. They stood out on her chest as large and smooth and spherical mounds capped by outsized nipples. Jill had seen pictures of female body builders who'd gotten large implants before they'd burned off all their breast fat, and Kim's breasts look exactly the same--except they were much larger.

After what seemed like an eternity Kim stopped growing. Jill took her in while Kim tried to regain her composure. Kim was completely naked, a muscle-bound beauty. She must have been over 7' 6" in her bare feet, but her feet weren't bare: her sandals had morphed into platform fuck-me heels that must have added another seven inches to her overall height. Jill was suddenly glad she had cathedral ceilings in her place.

Kim's hair turned jet black and curly. Her fingernails grew out about three inches, and turned a very bright red. Her body developed a deep tan, one so dark that Jill figured Kim could probably pass for a black girl if she were inclined

What fascinated Jill, however, was Kim's groin. Her labia had turned incredibly thick, fighting for domination of her muscular crotch. There wasn't a pubic hair to be seen: it was as if she'd never had any, so smooth was her skin. Her clitoris, though . . . it looked to be about a half-inch thick and nearly six inches long. It was hanging out, semi-stiff; the ultimate nightmare of a woman who'd been doing massive amounts of steroids in order to bulk up.

Kim finally shook off her bewilderment. "What the fuck happened?" She did a double take as she stared down at Jill, then gasped as she sensed her body. "What . . . the fuck . . . is this?"

It was all Jill could do to force an answer. "You--changed," she mumbled, her eyes scanning Kim's incredible body.

"No shit!" She brought her long-nailed fingers up to her breasts and touched them lightly. "I'm fucking huge!" she bemoaned as she ran her nails over her firm, round breasts. "These damn things aren't even real!" Kim sounded as if she had a slight cold, making her voice sound a bit deeper. "How did this happen?"

Despite her best efforts, Jill found herself a little wet. She would be the first to admit she wasn't gay, but seeing Kim like this . . . tall and pumped up and dark . . . she desperately wanted to touch her body, to feel her, to see if it was truly real. "You wished you could . . ." Jill moved a step closer.

Kim noticed how Jill was looking at him. "The hell is the matter with you?" she demanded.

"I . . . uh, I just--" Jill felt her cheeks flush. "You look incredible, Kim."

"What?" Kim couldn't believe what she was hearing. Here she'd suddenly turned into the fucking She Hulk, and Jill was getting all gooey on her. "You find this attractive? Are you fucking insane? What are you, a lesbian or something?"

Jill grinned. "I'm not a lesbian, but . . . you were right about Pete." She moved forward another step, nearly standing on the contents of Kim's dropped purse, which consisted of her wallet and her compact and a few loose bills--and a coin that she'd picked up while shopping, something a salesgirl had given her when she paid for a smoothie, a coin that was unlike any either girl had ever seen before, one that was encircled with glyphs of an unknown nature . . . "I like muscles, and . . . I like you. And seeing you like this . . . I can't help but wanna make you feel good, Kimmy."

"Don't fuck with me, Jill," Kim warned.

"Would you rather I just fucked you, then?" Jill asked, giggling.

Kim moved right up to Jill, looking down upon her, seeing how she only now came up to her breasts. "You're crazy."

Jill reached out and touched Kim's hard abdomen. She shivered once, then smelled her own scent. Kim obviously picked it up as well. "Did you just cum?" she asked.

"Uh, huh."

"Just from touching me?"

"Yeah . . . it's like . . . you're driving me crazy." She shifted her feet and was now standing on the strange looking coin. "It's like I can't help but think about making love to you."

In a strange way Kim felt touched. Though she'd something mutated into this--freak of nature, she was gladdened that Jill somehow found her attractive, physically and sexually. Kim was warming to Jill's advances as well; though she too wasn't gay, she'd "fooled around" with girls a few times, and would be lying if she said more than a couple of times she'd had fantasies about having sex with Jill. "I . . . I think I would like that, honey." She put her hands on Jill's shoulders and pulled her in close. "But I . . . I mean, I wish I knew how'd I'd turned like this."

"So do I," Jill said, throwing her arms around her huge friend. "Trust me, if I knew how it'd happen, I'd do the same."

"You're shitting me."

"Not at all." She reached in and lightly stroked Kim's engorged clitoris. Kim responded by closing her eyes while her entire body went rigid. A hiss escaped her lips as Jill's hand was quickly coated with fluid expelled from Kim's muscular vagina.

"Like that?" Jill asked.

"Hell, yes," Kim moaned, her eyes still closed.

"I just couldn't help myself."

"That's okay."

"It's just that . . . you're like a dream come true for me."

"A real fantasy, huh?" Kim laughed. "Just like you and your big tits."

"Oh, yeah. More than that, really."

"Like?"

Jill cocked her head to the side. "Oh, something wild, I guess. Like I wish I had a pair of really huge tits to go with a tall, totally fuckable body you'd like."

"Yeah, that--" Kim didn't finish her sentence, however, because in the blink of an eye Jill changed.

One moment Jill was her normal self: the next, she was standing naked and eye-to-eye with Kim, easily eight foot tall. Where Kim was hard and muscular, Jill was soft and very curvy, with a narrow waist, generous hips and ass, and--as Jill had wished--incredibly huge breasts that would be impossible for anyone of normal size to carry. Even on Jill's new frame Kim thought they'd be a bit of a strain.

But the most incredible thing was the vaginas on her breasts.

Each one had a large vagina stretching from the bottom of her tit up vertically in the center, with the nipple taking the place of the clitoris. In fact, to Kim's eyes the nipple now looked a little like a clitoris, only much larger and without a hood.

But as Kim's eyes traveled over Jill's body, she saw it wasn't only the breasts that had been affected. Besides her original vagina, there was another just above it. There was one where her navel had been, and one on either side of that. There was one in the cleavage between her breasts. Each of her cheeks had a vagina, and even her lips--while not completely transformed--were enlarged to the point where Kim could imagine them as horizontal labia.

"Oh, oh," Jill mumbled. "What the hell happened?" Her words came out a little mushy because of her oversized lips.

Kim moved in closer. "Whatever it was, I like it." She touched her breasts vaginas, running her fingers along the inside. Jill's hands shot up to the sides of her enlarged tits, her now six-inch long pink fingernails clicking together. "Don't--"

"Don't what?" Kim touched her nipples, and Jill nearly collapsed. She moaned loudly as her new vaginas became moist while her scent filled the room.

"You're sensitive as hell," Kim said.

"It's like my whole body just came," she moaned.

"With all the vaginas you now have, no wonder." Kim reached around to cup Jill's ass, and discovered Jill not only had a vagina on each ass cheek, but her anus had been replaced with one as well. "Totally fuckable," she whispered.

"What's that?"

"You said--"

"Hey, what's going on?"

Both girls turned towards the voice. Peter had walked in without knocking and was standing in the living room. "Hi, Peter," Jill purred.

His shock was unmistakable. "What . . . the hell . . . Jill?"

"Yeah?"

He turned to Kim. "I don't understand."

Kim took two large steps and towered over Peter. She wondered if she could pick him up with one hand. "I guess you can say we experienced a change of life," she told him while Jill picked up the contents of Kim's purse.

"No kidding." Peter had no fucking idea what was going on here, but--shit, man, these girls were freaky! But in a very sexy way. Maybe not so much Kim--he did dig any chick more pumped up than him--but whatever happened to Jill--Christ! Pussy all day long, baby!

Jill handed him what she'd picked up. "Make yourself useful, Pete," she said. Given a choice between this little guy and Kim, she wondered what the hell it was she saw in this loser.

Peter didn't care for the dismissive way that Jill had handing him all this shit--including that strange looking coin--like he was some slave for them to push around. "I can be very useful, honey," he said in a sweet voice, trying to butter her up. "I wish you two bimbos would let me work my magic and make you feel good."

Both girls froze for a moment, then blinked a couple of times. "Whoa!" Kim said, looking around. "That was like weird."

"Yeah," Jill replied dreamily. She turned to Kim. "Like, we're we like just talkin' to someone?"

Kim couldn't remember. It was as if somehow a large part of her memory had just been erased--which, in fact, it had, just as had been done with Jill. "Fuck if I know," she said, then gave Jill the once over. "I bet that hot bod a yours is like ripe for a good fuckin', huh?"

Jill started playing with his abdomen clits. "Uh, huh," she said like a good bad girl. "I'm like so fuckin' horny, uh . . .."

"Kim."

"Yeah. Right." She came and filled the room with more of her scent. "Ohhhh, honey, come on, I need ya!"

Kim was about to jump Jill when her attention was diverted by something on the floor. "Where the fuck did this come from?" she asked, picking up the two foot long, very realistically looking strap-on.

"Like I give a shit." Jill took it from Kim and began putting it on her. She was surprised to find that she could fit Kim's clitoris into a small pocket between the extremely large balls. "Wow, you'll probably feel that like a guy would," she said, her lust increasing.

"Yeah, probably." Kim grinned. "How ya want this?"

Jill got on her knees. "I wanna deep throat that fucker; I think I got a clit in the back of my throat.

"Like we're gonna find out," Kim said, moaning as she slipped the fake cock into Jill's mouth and down her throat--

While Peter wondered about just what it was that he'd done to be changed like this, thinking that it hadn't been his intention to spend the rest of his life being used as a sex toy by these crazy bitches . . ..

The End