"I've been thinking about the best way to use this. I think we should..."

*Go downtown and make every woman sexier, hotter and with bigger tits too

After school they took a seat in a pedestrian plaza with a lot of people passing by.

"You have to wish carefully while you're holding the wand",Rick said."Now,we want all the women to look sexier,be dressed more sexily,be more in the mood for sex,and have bigger tits.I'd say nobody gets out of wand range with tits smaller than a D,and anyone with C or D gets more than that.And any woman over say 35 gets to look as much younger as wouldn't surprise people too much."

"We don't want any public panics",said Jim."So we can't let clothes burst,or any woman be very conscious of her change."

Rick nodded,and began.

For over an hour they sat there,watching passing women's chests swell,wrinkles fade,clothes shrink...tops grew clingier and lower cut,all skirts,even micro-minis,got at least a little shorter.Bras expanded and became more revealing...or disappeared entirely.Glances grew more flirtatious as sexual thoughts spread.

There were some shop windows within range of the wand,and Rick took some time out to make the fashions on display sexier.

Eventually

*An attractive policewoman came over and asked what they were doing.

"Hi, fellas," the policewoman stood with her hand on her hip, "you boys have been sitting here a while." Rick looked at her innocently and replied, "nothing, ma'am, just sitting." Jim tried to act nonchalant, but couldn't help staring at the changes overtaking the policewoman. She looked younger every second, her pants steadily retreated up her legs and grew tighter around her well-shaped ass. Rick was staring hard at her, and Jim nudged him as the officer's shirt gradually slipped farther and farther open under the pressure of her expanding breasts. "You boys are going to have to move along, now" she instructed them, tipping her peaked cap back on her head to let her long hair spill down around her shoulders. Rick just kept staring while...

*Jim dragged Rick to his feet, and apologized to the officer for loitering.

"Just doing my job",she said pleasantly,as the boys tried hard not to drool.The now gorgeous and remarkably buxom policewoman smiled and scribbled on the back of a card,handing it to Jim.It had her home address and phone number."I've just broken up with my boyfriend",she said,"and right now I really want some male company.Maybe you guys could come over tonight after I get off duty?" She seemed to stabilize in form,seemingly in her early twenties,her breasts perhaps F cup.Jim nodded absently and she left them.

*They moved on to another public place to work similar changes on other women.

Rick pocketed the policewoman's 'phone number and headed off with Jim to a new location to continue their work. "Rick, I'm thinking," Jim looked a bit troubled, "we could sit out here all day and make every woman we see as fine as we want: breasts, hair, ass, legs, waist, age, complexion, anything; we're like sculptors working in a medium of living female flesh." Rick replied, "yeah, fucking awesome if you ask me." Jim frowned "But what's the point? Suppose we make every woman we see ideally gorgeous; who'll be pretty? What will it mean? There'll be no flat chicks, or fat chicks, or old chicks, just a world of babes, all equally hot." Rick smacked Jim in the head. They arrived at a large strip mall and took up seats along the main entryway. "Just shut up and start wishing, I can't do all this myself, you know."

*Rick saw a woman he knew, a woman who deserved "special" attention.

Jim was getting a little bored watching Jolene search for something to eat.
Jolene, dressed only in a bra and(for now) a pair of boxer shorts, rummaged
around her kitchen for something that might calm her down. As she reaches
for a few grapes to snack on, Rick covertly waves the wand at the TV, he
and Jim still watching from miles away. With each grape, her hair turns
darker, longer, silkier. By the time she saw her reflection in the stainless
steel refridgerator, it was raven black, and reached almost to her waist.

"So, wait." Jim said, interrupting the moment. "Every food changes her?"

"Yeah, so I got bored. This ought to prove VERY interesting. I also made
her a little hungrier, so we won't have to wait."

Back in her apartment, Jolene's stomach rumbled. She smiled deviously,
and opened up her refridgerator again.

She pulled out:

*Something Else

Out of grapes, Jolene peered into the fridge for something else tasty to snack on. She seemed to have a bottomless appetite today. She found a bag of fresh pitted cherries to snack on, and pulled them from the fridge.

"Oh, this should be great." Jim said, jabbing Rick in the ribs and resuming his zombie stare at the television in front of them.

Jolene popped a cherry into her mouth, and chewed thoughtfully. Her lips seemed to perk slightly, and take on a deeper color. With each cherry they took on a richer red and more prominent shine. She quickly emptied the bag, and licked her new lips before looking back into the fridge. Her lips had plumped somewhat, and now seemed to be a deep cherry red color with a permanent slick shimmering gloss. Rick could swear her nipples looked redder too, now peeking through the bra she wore.

Jolene pulled something new from the fridge to eat, it was...

*Chocolate

Jolene reached into the fridge and pulled out some old chocolate cake she had been saving for after her diet and uncerimoniously started to wolf it down with her bare fingures.

Rick and Jim watch, slightly disappointed, that for a moment nothing happened.

Then, to Jims mild surprise, Jolene's skin began to get darker to a smooth transition to of dark brown. Her already black her began to swirl into a curl and she began to sweat a little.

Jolene sighed at whatever rush the cake gave her and tossed the empty plate into her sink. Her glanse turned back toward her fidge. Jim notice that eyes where now yellow for some reason.

"Wow." Jim said. "That was...interesting. I'm surprised she hadn't noticed that something was off yet."

"Yeah. I didn't think the change would be so obvious though." Rick stared at the TV. "I mean brown skin from chocolate cake isn't as thrilling as I'd hoped. The yellow eyes...not so predictable, must be an ingrediant in the cake, but not still not too mind blowing huh?"

"Her glisting body is still in almost nothing. That's hot." said Jim simplely.

On TV Jolene licked her lips, and pulled out...

*Another Hot dog.

Jolene didn't seem aware of her transformations causes, just the results. She didn't think twice before heating up a pack of hot dogs from her fridge. She let them grill in her George Foreman grill for a few minutes, and heated up some buns in the microwave.

Taking the eight inch hot dogs off the grill, she puts them in the buns with some fixings. For some reason, she's still feeling hungry after the first hot dog and the grapes, when normally she was a pretty light eater. It seemed odd to Jolene, but she didn't worry about it after taking the first delicious bite of the hot dog.

As Jolene ate the meaty meal, her own meat grew. With each inch of hot dog gone, an inch of cock grew and her balls swelled. When she was finished with the first hot dog, her cock was hanging out of one of the legs of her boxers, and her balls now hung like lemons in their recently formed scrotum.

Jim and Rick watched on, mischievously laughing from the safe distance of a nearby electronics store.

*Jolene notices the growth, and figures it all out.

As Jolene happily finished her hot dog, she felt something shifting in her boxers, and became vaguely aware of her growth. She paused to look downward, marveling at her new size. Her eyes went from her cock, to the new hot dog in her hand, and back to her cock again. Slowly, experimentally, she took a bite of the hot dog while watching her crotch intently. Her eyes widened as she saw her crotch snake a little further down her leg, and grow just a little wider in the process. Her balls swelled even further. She took another bite just to see if it happened again.

Dream logic set in, and Jolene giggled with glee. She rushed back to her fridge, nearly tripping as she slid a pair of sweat pants on. She skidded to a halt and opened the fridge to view dozens of new opportunities.

She grabbed the first phallic object she saw, which happened to be a carrot. She big into it eagerly, but didn't immediately feel anything. She looked down at her cock expectantly, but it hadn't gotten any bigger. As she ate the rest of the carrot, however, she felt her pants slide up her legs. She felt her bra become uncomfortable, too small. She slowly realized as she ate the last bit of the carrot that everything seemed smaller. A quick hop to the doorway revealed that the carrot added its length to her height: Once five foot eight, now six foot four. She smiled deviously as she stretched her new, longer legs.

*Jolene pulls out a carton of milk.

The spell effected Amber quickly. Her horror turned to envy staring at her best friends expanded dripping rack. Amber was on the same diet as Jolene which was pretty demanding. Amber had experienced hunger but not on the scale she was at now. Lunging toward the fridge she pawed frantically through for something to fill her up.

Meanwhile, Jolene was happy hungry and horney. Aiming at her mouth she began squeezing her nipples so that milk shot out. It tasted so very sweet and it felt like her breasts were having multiple orgasms. With a total of eight nipples leaking milk Jolene quickly became drenched in milk.

Apparently when Rick cast the spell to make Jolene hungry it worked both on her normal appitite and her sexual appitite. Jolene sat down on the cold tile floor, her breasts showing no signs of slowing down, while she used her feet to play with her hot dog created penis.

Jim and Rick were both supporting wood as they stared at the image before them. The sound of someone clearing their throat made Jim lose concentration from the images infront of him to notice the stores manager, Phil by the name tag, standing behind the two.

"Well well, I must say you two have some nerver, coming into my store and putting this filth on our TV. I am going to have to ask you two to leave or I will call the police."

Rick turned around just long enough to flick the wand at the manager. With sudden shock Phil grabbed at his crotch. For some reason Jim knew exactly what that look was. Phil was becoming a Philette or somehting. Jim just was glad it wasn't him (well most of him atleast part of him was curious).

Back in Jolene's apartment, Amber had found herself some food. Craving both food and sex she pulled out two chili dogs with the works. With no hesitation she shoved both in her mouth at the same time covering her face with chili. She didn't begin to chew instead she began to suck on both of them, eventually seperating the bun and draining the chili. She pulled them methodically in and out her lips moistly smacking together when it left her mouth half of the dog sucked clean.

The Chili started to make her sweat a little so that her body glistened. He red hair became a much brighter form of red towards the ends and almost orange near her head. Her hair began to move out of its short neatly combed place to rise off her head and form clumps. It never stopped moving and gave the illusion of a slow moving fire. The buns went straight to her rear filling out her almost invisble backside with nice tight flesh. It grew out about three inches forming a small bubble butt.

Jim and Rick heard moaning coming from behind the couch they were sitting on as Phil seemed to be going through some more changes. Rick made the changes go by very slowly for him. People in the store no longer seemed to be noticing them or the every changing Phil, he mentally commended Rick on his forsight given the circumstances.

Jolene didn't seem to be changing from her own milk much. He skin might have become a shade darker but it seemed that if her bust was growing then it was just to replace the lost milk the was starting to pool on the kitchen floor. With a load scream Jolene clamped down hard on her breasts drenching the rest of the kitchen, including Ambers entire backside. She had her first ejaculation from her penis immdeiatly after. She sat there a moment cuaght in revere then promptly passed out on the floor.

Amber having finished off the outsides of the hot dogs, opened her mouth wide and faced the ceiling as she dangled the hot dog above her head. She was no innocent when it came to sex and had learned a few tricks in college already. With out one bite she swallowed the hot dog whole with a loud gulp as it traveled down her throat. Promptly she followed suit with the second one. Much like Jolene, Amber quickly grew a six inche dick. However, shortly after another one formed right beside it. Amber didn't seem to notice though as she began to look through the fridge for something else.

*Amber wants to eat more.