Topic: Sharon the Titapede

http://www.bearchive.com/~addventure/ga … 03960.html


Unending BE - episode 103960

Jim grinned down into Sharon's frozen expression. "You like teasing me with that pose, don't you?" he asked her.

You know I do, lover, Sharon thought to herself, unaware that Jim could hear her thoughts.

"Well then," Jim smiled, "let me help you out. I wish that, no matter what you're made of, you had to remain in this exact position until I say otherwise."

What?, Sharon shouted in his head. What are you up to, Jim?

Jim grinned at her question, but ignored it. "Now, since you obviously want to get screwed..." He ran his finger across her petrified clit, sending a motionless shiver through her body. "However, I don't think that I really want to risk that kind of damage. Therefore, I wish that your body was something a little more pliable."

Hey! Sharon hollered, as she felt her molecular structure changing. She tried to look down to see what was happening, but per Jim's wish, she couldn't move at all. She was stuck in her come-hither pose.

Jim, however, could see her changing. "Yeah," he smiled, running his hands over her transformed legs. "That should work. You'll be a whole lot easier to screw now that you're made out of..."

*"...silly putty."


Re: Sharon the Titapede

"You'll be a whole lot easier to screw," Jim smiled, as he ran his hands over Sharon's transformed legs. "Especially now that you're made out of silly putty."

Silly putty? Sharon thoughts screamed in Jim's head. She was still trapped in her erotic pose and couldn't move to look at her new body. You've turned me into silly putty? How could you?

Jim ignored her questions. Instead, he reached down between her outstretched legs and stuck a finger into his girlfriend's more pliable pussy. "Oh, yeah," he said, running the finger around the walls of her vagina. "This will be much better. I'll be much less likely to hurt myself in there now."

OH MY GOD!!! Sharon's voice suddenly screamed out in his head, as his finger brought on an instant orgasm. She had never felt anything like it in her life. Holy shit, Jim! What the fuck did you do to me down there?"

Her sudden outburst took Jim by surprise, making him pull his finger out of her. He looked down where he had played with her, his eyes growing round at what he saw. The movement of Jim's finger had molded away the shape of Sharon's vagina. Where before there had been a perfectly formed pussy, there was now a smooth walled hole.

Even Jim was surprised at this development. He reached over to Sharon's frozen left thigh and gripped it tightly, watching as his fingers sank into it. Hey! he heard Sharon say. What was that? He release her thigh, smiling at the impression his hand left in her leg.

He turned and looked into Sharon's face, still locked in its "come hither" expression. "Oh, yeah," he grinned. "This opens up all kinds of possibilities."

*Jim rolls Sharon's body up into a big putty ball.


Re: Sharon the Titapede

"Oh, yeah. This opens up all kinds of possibilities."

From her frozen position, Sharon could see the mischievous expression of her boyfriend's face, and the sight of it both frightened and excited her. But there was nothing she could do. Jim had locked her into place before using his wish power to turn her body into silly putty. Her mind was still reeling from the incredible orgasm she had felt when he had done something between her legs.

"Well," Jim continued, moving to stand just inside her line of sight, "first things first."

She watched helplessly as Jim took the arm she held in a "come here" position, and pulled it down to her belly. Next he bent forward, placing one hand just below her breasts, while reaching behind her head with the other. What are you up to, Jim? she questioned in her mind. Her answer came a second later, as her lover began to lift the upper portion of her body, while holding the rest of her down on the mattress of their bed. Holy shit! Sharon realized. He's folding me!

The position she had put herself in...and Jim had frozen her in...had only allowed her to see the raised arm. But as he continued to pulled her head forward, Sharon got her first good look at herself since Jim had changed her. Her entire body was now a pure pink color that seemed to reflect the light from around her. She could see her widespread legs and noticed the shape of what looked like a hand in one of her thighs. But it was what she saw between her legs that held her attention.

Oh my god! Where's my pussy?

It was gone. In its place was a smooth walled hole. At last, Sharon realized what had caused the orgasm. Jim had remolded the shape of her vagina. The sight was so amazing to her that for a second she forgot all about Jim folding her. But just for a second. For Sharon suddenly realized where her face was going to be if Jim continued. Jim, stop... she called out with her mind. Don't... But it was too late, as a second later her face was pressed between her legs.

She felt her boyfriend apply pressure to the back of her head, causing both the shape of her face and her crotch to be distorted. She had a short moment of fear, that was quickly cut off as a new orgasm, just as strong as the previous one, rocked her body. For a few seconds, Sharon's mind seemed to shut down.

As she came back to her senses, Sharon found that she couldn't see anymore. Her eyes were now pressed into the area between her legs. However, she could feel Jim's hand moving down her back, pressing the two halves of her tighter together. Then she could feel herself being folded yet again. Once more, Jim pressed her body tightly, forcing her face deeper into her crotch, bringing on yet another orgasm.

While she was still recovering, Sharon felt herself being lifted up and lowered back down. Now, what? she wondered briefly, before her world seemed to start spinning. When she had been a little girl, she had once rolled down a hill in a barrel. This felt much the same as that had, with one huge exception. For this time, Sharon could feel her entire body tightening as the circular motion seemed to compress her more and more. And each time the pressure hit her transformed vagina, a new orgasm would be released, sending her mind reeling.

Finally, the spinning stopped, and Sharon slowly gathered her wits. She still couldn't see, her eyes somewhere deep inside her compressed form, so she had no idea what had happened to her. All she could do was wait to find out what Jim did next.


Jim stared in amazement at the perfectly round pink ball he had molded his girlfriend into. He couldn't get over how small it looked. Sharon hadn't been particularly large, mind you. She was an average woman of 5'6" in height with a typical build. Still, he found it hard to believe that she could be compressed into a sphere just barely two feet in diameter.

"So," he grinned to himself, "what am I going to do with her now?"

*Idea #4


Re: Sharon the Titapede

Jim rolled Shannon's spherical form around absentmindedly on the bed, trying to decide what to do with her now. He glanced at the trash can in the corner and grinned. Picking her up, he bounced her on the floor a few times, and shot for the wastebasket.

"Two points!" Jim grinned as Shannon went in. Well, partway in, as she capped the top of the can. He could feel her orgasming through the link he had made earlier from all the bouncing. He retrieved her dented form from the can, picking off a few bits of junk that had gotten stuck in her silly putty self before spinning her on his fingers. They sank in a little before he put her back down on the bed.

"Well, that was fun," Jim said to himself, not sure if the featureless Shannon could hear him, "But I think I liked you a lot better as my girlfriend than as a ball." With that, he...

*...granted Shannon complete control over her putty body


Re: Sharon the Titapede

"Okay, this should be a snap." Jim said, snapping his fingers and granting Sharon complete control over her silly putty body.

"Ohhh... What's going on?" Sharon thought to herself as she recovered from her last orgasm. She couldn't see a thing, but she felt a tingling and- she could move! It would take some getting used to, as she stretched, and tried getting herself into shape. Then, she and Jim would have a LONG talk.

Jim pulled up a chair to watch Sharon get back into shape. It shouldn't be too hard, he reasoned, since she had taken all of those yoga classes to stay in shape. Sharon's sphereised form rippled on the bed, as first one shapely leg took form- then on the exact opposite side, another leg sprouted. They sort of crouched there with Sharon's balled-up body between them like a strange pink frog. The ball twiched again, and Sharon's arms stretched out between her legs, pointing east and west to her legs north and south.

"Not bad for a beginner." Jim said with a grin, as Sharon's hands blindly felt her deformed body.

"Ooooh! What did you DO to me?" Sharon thought to herself as she felt around. She was on the bed, and her body was- well- round, that much she could tell. Knowing Jim must be in the room watching her and getting his kicks, she flipped him the bird.

"Humpf! That wasn't nice," Jim said as he saw her obvious displeasure with him. He almost went to get a rolling pin to flatten her out when he saw what she was doing. Sharon was stretching out her balled-up body into a torso, perhaps a little thinner, and certainly more stacked and curvy than her original body, but she was doing it ever-so incoreectly. Her shoulders sported one leg and one arm while her hips sported the other arm and leg. It was strangely erotic as Jim watched. Her hair spilled out from her shoulders, as a mouth appeared just above her breasts.

"Jim, I don't believe you! You had to turn me into silly putty!" Sharon's mouth lipped.

"Well, I always thought you should learn to be more flexible. Especially when you turned yourself into that marble statue." Jim replied. Sharon ignored him, as she was trying to reform her head. Jim watched with some amusement as a bulge appeared in her crotch, covered with pubic hair, which slowly emerged as her head. She definately got her face right- well, except for the short cropped pubic hair, and the lips of her pussy which had replaced her mouth. It was all Jim could do to keep from laughing at the ridiculous sight.

"Well?" Sharon said angrily, then paused. Something wasn't quite right She could hear herself but at a distance.

"Allow me to let you reflect on your current position." Jim said, and wished the wall next to the bed was as reflective as a mirror. Sharon gaped at her reflection, then twisted her head around to see her body for herself.

"Oh, great!" Sharon cried, "What am I going to do like THIS!?"

"Well..." Jim said...

*"What about some strange sex?"


Re: Sharon the Titapede

"Well, we could have some sex." Jim said as Sharon looked at her strange new putty body.

"Sex? Like THIS?!?," Sharon replied amazed, "You've got to be kidding!"

"Why not? You've put your mouth where your pussy is," Jim said, sitting on the bed and stroking her pussy-adorned chin. " I mean, I wish you would do it with me, right now, the way you are." Jim's wish-power kicked in, changing Sharon's attitude towards her predicament.

"Well, why not?" Sharon replied, stretching over to Jim, she began suck-screwing his shaft with her facial vagina, as her misplaced mouth grinned on her shoulders. Jim leaned back on the bed, and groaned with pleasure as Sharon clumsily embraced him with her mismatched putty arm and leg. Sharon groaned in escatcy as they got hotter and hotter. As the heat built up, she noticed she was getting softer and softer- and it was easier to mold her body. Even as they reached their first climax, she decided she would mold herself so she would...

*Stretch out and become a skin-tight suit on Jim's body


Re: Sharon the Titapede

"Whoa! That was incredible!" Jim declared, as he looked down at Sharon. Sharon wasn't quite there- just a big blob of silly putty where she had been, "Well, I guess it must have been pretty good for you to!"

"Better than you think." Sharon's misplaced mouth said, as Sharon began stretching her silly putty self all across Jim.

"Hey, what are you doing... Whoa!" Jim groaned as Sharon spread across his body. She was still stroking his shaft, and as she spread, it felt like a million little tongues were licking and massaging every bit of Jim's body as she covered every inch of him up to his neck. Jim was going out of his mind with pleasure from what Sharon was doing as she spread. Finally she stopped, and gave him a rest.

"So..." Sharon said, as Jim lay panting, "Was it as good for you as it was for me?" Jim turned his head to see Sharon's face- with everything in place this time - smiling at him. Her head was attached to a neck that sprouted out of his left shoulder, which Jim dully noted was covered with Sharon's pink putty body.

*Sharon has some fun...


Re: Sharon the Titapede

"Oh, yeah, that was GREAT!," Jim said panting after doing it with silly putty Sharon.

"Good. Now let's try something else..." Sharon said. Unexpectedly, Jim sat up.

"What the hey?!" Jim said, as he stood up and walked in front of the wall-sized mirror. Gawking at his reflection, he could see himself, with Sharon's head on a long neck coming out of his shoulder, but something wasn't right- he looked like a neutered action figure, or he was covered in putty. Wait- that was it! Sharon had spread herself all over him, and was now controlling his every movement.

"Now let's see- I do like my guys particularly muscular," Jim watched as he became grotesquely buff- or rather Sharon made it look that way as she remolded her body over his, " and well-hung..." a large penis appeared at his crotch stretched and landed on the floor with a thud. Shoron giggled as she made the unwilling Jim pose.

"Uh, Sharon, can we knock it off?" Jim said as she flexed him.

"Oh, of course- knockers! You would prefer knockers, wouldn't you?" Sharon giggled some more and rearranged herself on Jim's frame, so a pair of huge EE breasts hung off his chest. The rest of his body didn't look so feminine though, as Sharon tried to insert a few curves on his figure. Despite the fake breasts, which Sharon had him squeeze, he was still a man underneeth.

*Sharon agrees to get off Jim's backs (oh, and the rest of him too)


Re: Sharon the Titapede

"This feels so good!" silly putty Sharon giggled as she squeezed the breasts she had made on Jim's chest.

"Great, but if you don't mind- GET OFFA ME!" Jim said loudly.

"Oh, poo..." Sharon pouted- then giggled again, "Y'know, all your body hair is very ticklish!"

"Sharon...." Jin sighed.

""All right, all right," Sharon said, relaxing her hold on Jim- he could move again," Just take me off- CAREFULLY." A seam opened up on the putty chest, revealing his own hairy chest underneeth it, Carefully, he pulled Sharon off, like a pair of coveralls, and laid her down on the bed where she laid limply for a moment with a grin on her face.

"Now that was pretty wild," Jim said.

"Hey, you wanted to do something strange," Sharon said, as she concentrated. The seam up the middle of her body vanished as she went from looking like a limp set of pink putty-colored clothing to a real woman- well, a woman with very cartoony curves. She stretched a little, and stood up, striking a pose. "Shall we try something else now?"

*Uh- no, that was enough for me tonight....


Re: Sharon the Titapede

"Whoa, no," Jim said shaking his head, "I never thought I'd say this, but its time for a time out."

"Your loss," Sharon said, as he left the room. What neither realised was that while Jim was still a human with wishing powers, Sharon was living silly putty- which, unlike people, didn't get tired. In fact, the more she stretched, morphed and molded herself, the more turned-on she got. It was the ultimate turn on, as she massaged her breasts, enlarging them ever more. Suddenly, an inspired idea struck her-

*Could she enhance her features more?

Sharon fondled her breasts a bit more, wondering what more Jim would want from a girl. Well, he could always wish her into anything he wanted, but maybe he didn't really know what he wanted. Maybe he hadn't seen what he wanted- yet. Sharon grinned at that thought. Since Jim had turned her into silly putty she could turn into any fantastic girl he might dream about- and plenty of things he had not even considered, as the artistic side of Sharon grasped the vast potential of what she could do to satisfy Jim. After all, she knew Jim, and she bet Jim would like to see her with changes to....

*Her breasts


Re: Sharon the Titapede

"I wonder," silly putty Sharon said to herself as she massaged her putty breasts," What Jim would think if I gave myself a boob job?"

*Sharon gives herself multiple breasts

"Well, you can never have too much of a good thing," Sharon said with a smile as she concentrated. Below her EE breasts, her torso bulged, as two nipples formed, followed by a matching pair of bountiful breasts which were as sensitive as her originals. She rubbed them, and groaned with delight as she decided....

*No, no, even MORE!

Silly putty Sharon felt her four new sensitive breasts and decided she had to have more. Four bulges appeared below her top four, as the front of her chest became more and more crowded, and she became more and more aroused every time she made a new set of boobs. She reached a climax as she rubbed all eight nipples on the bedsheets, and massaged them with her hands. Soon, an impressive 16 EE-cup breasts graced her figure.

"Oh, this is great!" Sharon groaned as she tried to get up to find Jim. She couldn't though, from the weight of her massive multiple mammories. She frowned for a moment, then an inspired idea hit her.

"I'm made entirely of silly putty," Sharon said as she began to concentrate," why do I need to keep those legs?" Her legs fused together, as more breasts began to grow on her lengthening and more flexible torso. Soon, she was able to rear up, like a cobra to see what shape she was in now. From her shoulders down, her body was a long chain of large perfectly round tits- perhaps fifty in all, ending in a somewhat larger set where her pussy was now positioned.

"Look at me," Sharon giggled to herself, "I'm a centipede- no, a titapede!" Of course, centipedes didn't have any arms, so with a little concentration, hers shrunk down to be replaced by another pair of tits. She happily inched around the room on her erect nipples, exploring and enjoying every bit of her boobified body with her long tongue when...

*What? You have a better idea? Get writing then!
http://legendsofbelial.no-ip.info/forum … d=816#p816

*Elsewhere in the house, Jim wishes Sharon to be flesh and blood again, trapping her as a titapede


Re: Sharon the Titapede

She happily inched around the room on her erect nipples, exploring and enjoying every bit of her boobified body with her long tongue when she descided to make herself even longer and more boobified. Sharon's body elongated almost double in length until she was twenty feet long! More and more lovely soft tender breasts swelled up on her super-long belly and they all grew to a bimboesque 24GGG each. Each boob was bigger than her own head and burstingly full of yummy milk. To compensate for these enhancements her body had grown thinner, less than seven inches all told if you didn't take her super sexy titties into account. Her body was super flexy now and she could easily twist herself into a corkscrew shape no problem. All 100 of her boobs sposhed sloppily as milk was released as soon as her nipples touched the floor and she quickly made them five inches long and super sensitive to enjoy them even more. She also allowed herself to walk on her nipples properly for added mobility before reshaping her face into a pair of breasts with eyes for nipples and a soft vaginal mouth located between them from which her ten foot tongue emerged from time to time as she played with her tits. She descided that Sharon was not really a suitable name any more so she became what she was, Tits the titapede. It was ideal, her whole being was given over to the ultimate expression of her femininity and Tits lay down in a puddle of her own milk and played with herself for hours...until...

*Tits realised that her bite made others like herself

Jim walked into the room again and screamed. Realizing he didn't recognize her, she remade her face again, except that she left her mouth as a vagina.


"Yes, it's me. But call me Tits. I mean, that's what I am now."

Jim, freaked out by his girlfriend having transformed herself into a many-breasted monstrosity, decided to restore a bit of normalcy to the situation and wished for her name to be Sharon again.

Sharon wriggled across the floor to him and began to circle around his legs. "This body feels great! Would you like to try having sex?"

"I don't know . . . this is so strange."

"Trust me, it'll be fun. And I can always turn back. Besides, you're the one who decided to turn my body into silly putty and roll me into a ball! I don't think you have any room to talk in the sexual perversion department. This body makes me feel so female and so horny. Please?"

Jim didn't assent, but he didn't wish her back to a human again, either. Sharon decided to apply some more persuasive pressure to him. She curled part of her body around his upper half, sending delicious feelings through her sensitive breasts and nipples, and then pulled on his pants with the breasts she wrapped around his legs. They came off without much trouble; she then slipped off his boxers the same way. She lowered herself to his penis and slipped her pussy-mouth over it and began sucking. Meanwhile, she slid her long tongue out and began massaging his balls.

Jim didn't protest her ministrations, and so she pressed him onto the bed with the weight of her hundred breasts. In the midst of her transformations, her pussy and anus had migrated to the end of her body, what she thought of as her tail. Now, she brought her tail up to Jim's mouth and paused in her fellatio to say, "Now, it's only fair that you do for me what I'm going for you." Jim, who had gotten over some of his squeamishness with the help of the wonderful feelings coming from his penis, wasted no time in plunging his tongue into Sharon's well-lubricated pussy.

As much as sex with herself in this odd body was fun, sex with someone else was even better. Having her pussy licked sent delightful tremors up her long line of breasts. The only disadvantage was that she couldn't give her breasts attention because her tongue was occupied pleasing Jim. However, she discovered that writhing as she twined around Jim provided great stimulation.

It took no time at all for Sharon to build to an orgasmic high. She cried out, "Oh!" as her 100 breasts jiggled with the force of her ecstasy. Milk poured onto the bed and all over Jim.

Sharon had forgotten one important detail, though: teeth. When her orgasm hit, her pussy-mouth spasmed, and she ended up clamping down on her lover. Caught up in her own rature, she didn't even notice until Jim shouted, "Ow!"

Sharon gasped and pulled off, still shuddering from her orgasm and the realization of what had happened. "Oh God, I'm sorry! I didn't think about it at all." She inspected the damage: she had bitten deep enough to draw blood, and with the engorgement of his organ, lots flowed out. But the wound didn't seem that deep.

The pain had blunted Jim's arousal, and his penis began to go flaccid. Sharon rolled off his body. Wincing, he drews his legs up and looked down. "I'm so sorry, I didn't intend for that to happen. I just didn't think about what would happen when I hit my orgasm."

"It's all right," said Jim. "I'll heal. In fact, I wish my penis was whole again." Jim wiped off the blood and found that his penis was healed, with no scarring. "See, no big deal." Then he put his hand to his forehead. "Except I feel . . . funny. My skin's all hot and tingly. I think I'm going to lie down for a moment."

Jim laid down and closed his eyes. Sharon tried talking to him, but he had gone out like a light. Then she noticed that something was happening to his chest. It seemed to be growing.

With some clever wriggling, she managed to extract Jim from his milk-soaked shirt. Now the change was obvious. Jim's nipples stood out from his chest, supported by small but unmistakeable breasts.

Sharon said, "Jim? Jim. Jim!" to no effect. He was still unconscious. She thought about changing back to a more human form, but she doubted that would help. And . . . something about her form felt right. She looked down her body, at all her milk-filled breasts, and realized that she was beautiful. Other people might not agree, but to Sharon her form struck some deep aesthetic chord. She felt so vibrant, so feminine, so sexy. And she loved the way each motion she made, each brush of a breast or nipple with the bed, sent pleasurable tingles up her spine. She couldn't go back to being human again. Well, she might be able to stomach it for short times, and there were certainly other transformations she might try, but this form was hers now. No more human body unless she had to. She just hoped she could convince Jim to see her as she saw herself.

She looked back at Jim. His breasts had inflated to the size of DDs, incongruous on his male body. Looking down, she saw that what looked to be new nipples on his chest, just below his ribs. She gasped, and wondered what was going to happen.

It did not take long to become clear. While Jim's first pair of breasts kept growing, stopping at the size of Sharon's, his new pair also began developing. Then nipples budded all the way down his legs, which began to merge into one long limb. His flesh took on a pinker tone and acquired the consistency of silly putty. More breasts appeared on his chest, growing between the old ones. His arms grew shorter, then vanished, while his penis migrated down his body to stop at the end of his feet, which it then subsumed. Jim's face took on a softer appearance. His lips became fuller, and then puffed out; when he opened his mouth to breathe, Sharon could see a set of inner lips. If Sharon had seen Jim's face for the first time now, she would have sworn that he was female, but despite the woman's features his face still looked like Jim's. And Sharon found his new face more attractive than his old one, even though it looked feminine.

Sharon laid next to him, unable to do anything but stare into the beautiful face of her lover. At last, his eyes fluttered open. "Sharon? I feel strange. What happened?"

"I don't know how to break this to you, but I'm . . . uh . . . contagious."

"Contagious? What are you talking about?"

"Look down."

Jim looked down, and shrieked. "Oh my God . . . I look like you!"

"Well, the attachment on the bottom is different." She rubbed her tail over his penis, which had become at least two feet long and seven inches thick during his transformation.

"I can just change back. I wish . . ." Sharon silenced him with a deep kiss, sending her tongue down into his vagina-mouth. She saw his eyes widen a bit at the sensation.

She withdrew. "Please, honey, can we . . . try it out? I don't know how to say this, exactly, but I love this form. I really love it. I feel so beautiful. It's like an answer to a question I never asked. And you look beautiful to me, too, Jim."

Jim wasn't convinced, but he said, "I'll try it. For your sake."

Sharon squealed with happiness. "I promise I'll make it worth your while." First, she kissed Jim again. He extended his tongue, and discovered it was as long as hers. They sent probing tongues down each other's throats, discovering that their gag reflexes had vanished and their throats were lined with sensitive erogenous tissues. Sharon didn't know how long they spent kissing like that, but the rubbing sent them both over the edge at the same time, and for the first time ever the lovers shared an orgasm from a kiss. This time, they were both careful not to bite their partners' organ.s

"See? How was that?" said Sharon.

"I can't say it's all bad. Brings a whole new meaning to the term 'oral sex.'" said Jim.

"Come on! We haven't even tried out everything yet." She wrapped her tail around Jim's penis again.

Without much reluctance, Jim curled his flexible body around so he could insert his cock into Sharon's tail-vagina. At first he thought she would be too small, but he pushed a bit more and slid in, discovering that his penis fit perfectly. He exclaimed in pleasure. Then they began to twine around each other, rubbing breasts and erect nipples together. Jim had never thought of his nipples as sexual organs before, but the feelings from his new body disagreed. Then Sharon kissed him again, and all thought vanished as both their minds focused on one and only one thing: sex.

Again, they came in synchrony, Sharon luxuriating in the feeling of being filled with Jim's penis and enormous surges of cum while Jim savored the warm tightness of Sharon's vagina. For the moment, both of them felt exhausted, mentally if not physically, and so they just lay and kissed, occasionally shifting their milk-covered bodies against one another.

After a moment, they both noticed something else strange. "Um . . . you're still hard," Sharon said.

"I know. And I don't feel out, like I usually do. I think I could go again right now, if you wanted to."

"See? Advantages! I told you." And then they commenced fucking, and fucking, and fucking.

Even with their new hypersexed bodies, they did get tired of sex eventually; or rather, while their bodies seemed inexhaustible, their minds were not. Sharon noted that it was at least 24 hours later when that happened, though. In post-orgasmic bliss, Sharon smiled. "So what do you think? Can we keep them?"

"I'm leaning towards it. Strongly."

Honesty compelled Sharon to tell Jim everything. "So, there's one more thing you'll want to think about. Let's go to the bathroom."


"Just come with me."

When Jim came into the bathroom and saw his face in the mirror, he gasped. He inchwormed up to the mirror and gazed at his image for minutes.

"What are you thinking?" asked Sharon.

"I'm not sure I would have been ready for this when I first woke up, but now . . . it's like you said. It feels right somehow. My face and body are so beautiful. I look like a girl, but I still have the equipment where it counts," he waggled his tail, "so I guess I don't care."

"But I think there are a few things left. I know you like being silly putty, but I'd feel a bit more comfortable if we looked more like flesh. We'll still be just as flexible, and as insatiable," he smiled, "But our flesh will look a bit more normal."

"Ok," Sharon said. "I think it's a fair trade, since I've been winning most of the arguments today." Jim wished, and their skin looked human again.

"And, I think it's only fair that if I acquired female features, you should get a male one." Jim concentrated for a moment.

Sharon didn't feel any change. "What happened?"

"This!" Jim stuck out his tongue and she saw that it ended in the head of a penis. He kissed and encouraged her to send her penis-tongue down his throat. He tensed his throat muscles and Sharon felt the long muscular tube close around her penis-tongue. The feeling was different from anything Sharon had felt before, even when Jim had sucked on her nipples during their bout of sex. Then he hummed, and that was the last straw. Her tongue spasmed, and she pumped cum down into Jim's stomach.

While they were still kissing, she heard Jim's voice. "Was it good for you?" Sharon pulled her penis-tongue out and said, "How can we speak?"

"Put your ear to my neck and listen." She did, and realized she could hear Jim's voice clearly from the vibrations. "I wished that we could still speak, and this is how that works. So we don't have to stop having sex to talk now. Oh, and feel around in your mouth." Sharon rubbed her penis-tongue against her palate, and discovered her teeth were gone. "That's so we don't have any more accidents. Now try thinking about your teeth again." She did, and felt her teeth emerge from pockets in her mouth.

"That's neat!" Sharon said.

"Ok, one more thing. I don't know about you, but my skin is a little sensitive. I want a buffer." He concentrated again, and again Sharon didn't feel any outward change.

"What now?"

"Give it a minute." She looked down and noticed that her breasts had started excreting lots of milk. Then, she realized it wasn't just her nipples, all of the skin on her breasts was covered with milk. She shifted and saw it was sticky, adhering to her skin. She reached down with her tongue, licked herself, and found it be a combination of her sweet milk and a fine mucus.

Jim said, "This way, when we go outside, all that sensitive flesh won't get scraped or burned." Sharon nodded.

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Re: Sharon the Titapede

Sharon has been upstairs for quite a while now, and Jim is getting bored. "God, I wish she'd just stop whatever it is she's doing already," he murmured to himself. At the same time, he was wondering if turning her into silly putty was such a good idea.

There's an old saying about being careful what you wish for. Equally important is HOW onse wishes for it.

Because Jim was unspecific as to WHAT he wanted Sharon to stop doing, the power released used his desires as a template. Consequently, Sharn sudddenly found herself flesh and bone - as a titapede.

It took a while for this to register, as Sharon was currently rubbing her multi-titted body over every surface, loving the feel of twenty-five pairs of tits being stimulated at once. In fact, she didn't find out until she tried to grow some more tits on her back and failed.

Her reaction was predictable.

*Sharon goes looking for Jim.

"49, 50...," silly putty Sharon finished counting and licking all of the sets of large breasts which made up her long titapede body with her long togue, "Oh, this is so much fun- let's make some more!" She concentrated some more-

and nothing happened.

"What the hell?" Sharon said, twisting around. She tried concentrating again- still nothing! She was starting to panic a little, as it dawned on her that her body was no longer shiny pink silly putty, but had returned to her naturally tanned toned skin coloration. Natural, that is, if you discounted that fact that she was now little more than a long line of 25 pairs of tits with her normal head at one end, and her pussy at the other. What could have caused her to be turned from living silly putty and back into flesh and blood... JIM! Jim must have wished this!

"Oh, crap! Crap, crap, crap!" Sharon cried as she came down from the orgasmic high she had been having as a silly putty girl. She was still turned on as she moved around on her sensitive inch-long nipples of her titapede body, but this form had its drawbacks- namely, no hands or feet! She reared up like a snake ready to strike, as she moved towards the door. Curiously, the more she moved, the easier it was. She looked down and saw her multiple mammories were lactating as she inched along, lubricating the way for her- too fast! She bumped the door, and it swung shut.

"Shit!" Sharon fumed. She could yell for Jim- but no, it was better for him to see what his irresponsible wishing had done this time on her own terms. She tried using her breasts to open the door, but they kept on lactating. She was about to give up, when an idea hit her. She had made her tongue long and retractable, so... She stuck out her three foot long tongue and wrapped it around the doorknob. Yes, it worked! She was able to open the door, and she went out, and cautiously inched down the stairs in search of Jim. She found the television on, and heard sounds in the kitchen.

"Oh, Jim?" Sharon cried as pleasantly as possible, all things considered as she reared back up, "You wouldn't have been wishing again, would you?"

"Well, yeah," Jim replied, as she heard him walking out of the kitchen, " I mean, you're getting out of control with that silly putty body of yours and... Holy!!!" Jim dropped the chips and soda he was carrying as he caught sight of his girlfriend, reared up and looking annoyed. It was the weirdest sight Jim had seen, and since he surfed the web a lot, he had seen a lot of weird things indeed!

It was also weirdly erotic, as Sharon swayed, cobra-like with her multiple breasts making up her serpent-like body.

"So I take it this is what you had in mind?" Sharon asked.

"Wha? Yes... I mean no! I mean, what did you do to yourself!?" Jim said amazed at the sight.

"I was happily playing around with my silly putty body," Sharon sighed, "and bam! You took my silly putty powers away! Now I'm stuck as a titapede!"

"A titapede?" Jim repeated. Great, she would have to invent a name for the shape she was in. And what a shape it was! Jim contemplated what they could do now...

"Yes, a titpede! Okay, so it was silly. What did you expect after turning me into silly putty," Sharon said, draping her body over the nearby chair," What are we going to do now?"

"I know..." Jim said, and...

*Jim wishes himself into something more compatable with Sharon's titapede body

- "If you're enjoying this as a titapede,"Jim said as he climbed back onto Sharon's multi-breasted body, " Maybe I should try it too."

"Oh?" Sharon said coyly, "You want to see what its like to have all these boobies making up your body?"

"No," Jim said, kissing her," I want to see what its like to be a dickapede." Sharon gasped as Jim suddenly changed from your average well-built guy into a - well as he said, a dickapede! His body lengthened into a long penis-like shape as his arms and legs vanished. Multiple foot-long pricks and their nut-bags sprouted from his sides, loosely flapping down and slapping her long lines of boobies. Sharon could just see a larger tail-like prick appear from where his body ended near her pussy. From a distance, they appeared all the world like two giant skin-colored caterpillars with human heads making out, only her body was made out of tits and his was lined with pricks.

"Oh, wow!" Sharon managed. She had never expected this to happen as Jim grinned down at her, "You know, unless you have a real hard-on, you're going to have a harder time getting around than me."

"Who said I was going anywhere?" Jim said as he snuggled up to Sharon's multiple mammories, and began to get a hard-on in all his pricks. Sharon gasped as he drove his tail-prick into her wet pussy, while simultaneously tit-fucking between every one of her breasts as his nut-sacks massaged her stiff nipples. Jim couldn't believe how pleasuable the experience was either, as they came and came multiple times, Sharon's breasts squirting milk while Jim's pricks spewed his nut-butter. Their minds both shut down as their orgasms took them to a new levels of estacy.

Slowly, the world came back into focus, as the afterglow slowly faded. Jim and Sharon had fallen off the couch in the heat of their intercourse, and were covered in their love-juices.

"Oh, that was indescribeable," Sharon groaned as she licked Jim's ear.

"What you said. Woof!" Jim replied.

*Uh-Oh, if they look like endowed caterpillars, is that a cocoon forming from their love-juices?

"Now what, lover?" Sharon asked as she laid on Jim. Both were exausted from their unusual love-fest as a titapede and dickapede.

"You'll see, you'll see," Jim said with a grin as the sky outside the window began to lighten.

"We've been screwing all night- what about some breakfast?" Sharon said as she tried to rise her titapede body up like a cobra. Something held her back, "Jim- I- I can't move," She said, feeling a little paniced.

"Well, that could be because after having incredible sex like that, titapedes and dickapedes make a cocoon. Sharon glanced behind her to see that the love-juices covering their bodies were starting to harden into a thick shell. It was already half-way up their long bodies and was growing at an alarming rate.

"Jim, what are you doing to us now?" Sharon said loudly - a little panic edged her voice as she pressed down on Jim.

"Like I said, you'll see." Jim said cyrptically. Sharon would have protested more, but the shell covered up her face, sealing them into the cocoon together like two peas in a pod. Slowly, they both went to sleep as the sun shone in on their hardened form.

Some time later, the cocoon cracked open and out came...

*Jim and Sharon emerge as hermaphrodites (with the best of both genders)

Sharon woke first and at first had a hard time understanding where she was. Her eyes stuck together, as if with a thick rime of sleep, and something held her body in place. She stretched and could feel something breaking like a brittle crust of sand. She rubbed her eyes clear with her fists and blinked them open. Filtered sunlight came in through the surface of the cocoon, and Sharon remembered the strange events of the previous day.

She turned around, facing away from Jim so as not to wake him, and scratched at the cocoon. The outer shell was stronger than the internal matrix, so it took more effort than freeing herself inside, but she managed to open a hole big enough to crawl through. She could not help but make the analogy to a butterfly as she squinted her eyes to shield from them from the light and tugged her breasts and then her hips, the broadest parts of her body, through the aperture.

Her muscles felt watery, and it took a few stumbles to make her feet. She then realized that while she was a biped again, she wasn't normal by any stretch of the imagination.

Her breasts were two large hemispheres on her chest. She wrapped her arms across them: they gave a pleasant tingle, and her hands just reached the crooks of her elbows. She ran her hands down below them, getting more nice twinges, and discovered that they didn't sag at all. However, they were still pliable and swayed when she walked.

As she stepped, she felt something else swing behind her. She looked over her should and gasped: she had a tail extending from the base of her spine, brushing the cleft in her buttocks and extending up again in an arc. She didn't know quite how to work the muscles to control it yet, but after a few false starts, she swung it over to her hands. It too was sensitive in an erotic way, she noted. Judging by the underlying musculature, it was prehensile, but the skin covering it was soft. She pulled the end closer and gasped again as she realized the tip resembled the head of a penis, complete with foreskin. Then she touched it, and realized it was a penis, complete in every detail. Her penis.

She had a thought and darted her hand between her legs. While her breasts blocked the view, her hand did not lie: there was something hanging between her legs. A few trembling strokes and her suspicions were confirmed, as her new penis began to stiffen. It had replaced her clitoris, but not her vagina, which seemed to be intact.

She took a deep breath and headed to the bathroom to inspect herself. She got a closer look at all the changes she had noticed, and a few more beside. Her body was more muscular, but sleekly, leaving her feminine contours undisturbed. She noticed in particular that her lower back was a solid wall of muscle, probably to support her breasts. She was hairless except for her head and a short soft patch of fuzz around her genitals. She leaned in and inspected her skin: all the blemishes seemed to have been removed, and that tilt to her nose straightened. Her buttocks were rounder and all her cellulite had vanished. Her face was a little sharper, a little more angular and masculine, but the subtle skeletal shifts enhanced, not detracted, from her attractiveness. Except for the grosser physical changes, she looked as she had before, but more perfect in every way. Her sense of touch all over her body had heightened, but the effect concentrated in erogeneous zones, her breasts, her tail, her labial lips, her penis, her entire face. She began to feel libidinous. She looked out at Jim: he was still asleep in the cocoon, so she decided not to bother him.

She went back to the bed and laid down, relishing the feel of the sheets on her skin. With the changes, she didn't quite know how to start to masturbate. She settled for touching her new penis as she would have her clitoris. She soon found that her penis was not as delicate or painfully sensitive as her clitoris, so she handled it with more roughness. As one hand stroked her shaft, she let her other switch between tweaking her nipples, thrusting into her vagina, and even testing her anus. She discovered that running a finger up her rectum felt much better than she remembered during her occasional episodes of anal sex. Her arousal was different: the female glow, the flush of blood that seemed to pour through her entire groin, was still there, but there was also a concentration and a knot in her new penis, as well as the tip of her tail. When she came, she screamed in ecstasy, her body spasming.

When her breathing slowed and the aftershocks died down, she brushed sweaty hair off her forehead. The linked male and female orgasms had synergized. She'd never imagined sex could feel so good. She opened her eyes and noticed a trail of white splotches down her abdomen. She dipped a finger in it and tasted: semen, or at least seminal fluid, since she had no obvious testicles to produce sperm. She saw that she had also stained the bedsheets where her tail had laid. She closed her eyes again, exhausted from the sex and the changes.

Sharon awakened confused for the second time that day. She felt a light touch on her face and mumbled, "Whuh?" She opened her eyes and saw Jim's lips on her nose.

"I take it you like your new body?"

She sat up and rubbed her eyes. Jim was naked like she was, leaning over the side of the bed. He, too, had changed. His body looked like hers, tail-penis, breasts, musculature, hairlessness, the whole nine yards. His face had softened and feminized, changed into a state intermediate between handsome and beautiful that made her heart flutter. She noticed one other difference: while he had a vagina now, it was above his penis rather than below, and his penis had shifted down.

"Do you see me complaining?" Her eyes were a little moist from the swelling of affection she felt for him.

"I take it you did some exploration of your body while I was still sleeping. Would you like to explore mine?"

She answered him with a kiss, finding that her tongue and lips had grown in sensitivity. Her breasts quivered against his as she pressed into him. They ran their hands up to each others' faces and she shivered with the pleasure of his touch.

She moved down first, tracing the unfamiliar curves of her lover's breasts. Sharon, while she had appreciated her own breasts in some respects, had never understood what men saw in them. However, as she felt the flesh dimple beneath her touch, the nipples harden in response to her fingers, she began to apprehend: they were so much fun to play with and even just to watch. She was mesmerized by their shifting in response to her hands and the motions of Jim's body.

She came out of her trance when Jim ran his hands down her back to cup her ass. Now that they were both sitting on the bed, she noticed that either she'd grown or he'd shrunk, because they were now the same height; probably some of both, she decided. He teased her cock, drawing his fingers along the sides. She moaned, then laid back in response to his gentle press on her shoulders. She felt his lips and wet mouth close around her and sighed as her received her first blow job. Meanwhile, he ran his fingers into her vagina and stroked her nipples, while she manipulated her other breast and massaged her tail. She cried, "I'm coming!" but he didn't move back, taking her spume into his mouth.

After she recovered some composure, she stretched and swung forward. "You didn't need to do that . . . I don't have the masculine urge to try to force it down your throat."

"I wanted to." He leaned forward, crushing his breasts against hers, and kissed her, sharing saliva and a few sticky strands of semen.

"Let me do the same for you," she begged.

She laid back on the bed as he turned, bringing his genitals in range of her tongue. She teased him, laughing, licking along his shaft and then dipping her tongue into vagina. When she settled down to sucking, she ran a finger into his vagina and discovered it was tight, virginal. She ran up a little further and found a hymen. He gasped, "Please don't break it yet. I want your cock . . ." She eased off and then got another idea. She took her other hand and nudged at his anus. He loosened to allow her to slide in, and she began working her fingers back in forth in rhythm. She was a little surprised when she felt a wet tongue slide over own genitals again, but relaxed to enjoy the glow and the stiffening of her penis.

She could do no less for Jim than he had done for her, so she ignored his warning when it came and swallowed the spurts of salty fluid. He rolled next to her and turned around, and they savored a sideways kiss. "Let me pause for a few minutes . . . I want us both to enjoy what comes next."

She flipped onto her side and ran her hand over her lover's body, relishing the way his soft curves concealed the underlying muscles. "Did you make some mental changes too?" she asked with a slight edge.

"Maybe a few."

A pulse of irritation passed through her, but then she thought about how wonderful her day had been, how light her mood, and giggled. "It's ok. I forgive you."

Sharon was content to stay that way awhile, her penis half-erect against Jim's thigh, her hand tracing squiggles over his breasts, her face darting in to kiss his. Gradually, though, she felt her desire rising again, and she began to move with more urgency. He laughed when she started to dry hump his leg. "Ok, you get to be on top for once," he said.

She crouched over him, amused that their breasts provided a extra support. He chuckled. "Slow down, I'm not up yet, and getting into position is going to be tricky enough." She pecked him on the lips, then reached down and started rubbing. It didn't take long for Jim to rise to readiness.

The reason, of course, that Jim's penis was set below his vagina, while hers was above, was so they would fit together. As Sharon gingerly lowered herself onto Jim, she found that all the geometry worked right, angles and shafts and passages sliding together with ease. She sighed, then took in and released breath several more times, basking in the wet tightness gripping her and the warm thickness filling her.

Mindful that this was Jim's first time, in a sense, she asked, "Are you ready?" He nodded. She bore down, feeling the resistance, then a sudden easing.

Jim winced. "That hurt . . . be gentle."

In silent assent, Sharon began thrusting, watching his face for signs of pain. Whenever he blanched, she slowed down and tried to avoid putting pressure on the sensitive tissues.

After a few minutes, Jim asked, "Can you pull out for a moment? I want to try something." She obeyed, and then felt Jim's tail plunge into her vagina. "Lubrication." Then he slipped his tail behind her, and she felt it pressing against her anus. She relaxed, letting it into her. "Now you do the same." She did, taking several attempts to first wet her tail, then several more to work her way in. "Now let's try this again."

The stimulation provided from both giving and receiving in the additional orifice seemed to take Jim past his barrier, and soon they were caught up in a synchronized rhythm of thrusting accompanied by moans and gasps of pleasure. They kissed frantically, stabbing at each mouths. Jim ran his hands through Sharon's hair, across her back, down their pancaked breast flesh. Sharon exerted all her willpower to keep her climax in check, until she felt Jim clutch her. She released, drinking in the sensations of having two holes filled while filling two more.

A few minutes later, Sharon rolled off Jim. "That . . . was . . . exquisite." He kissed her hair. After a moment, she said, "But . . . I don't think I can do that again for awhile."

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