Boys II MILFS part 3

The disappearance of Ralph and Lee sent minor shockwaves around the school and the neighbourhood. No one knew of the strange transformations they underwent, or of their decision to simply vanish to a new city and live their new lives as mature, big-breasted women. There was gossip, and in the classroom there was a rumour that they had run away with a cult that used sex to trap teenagers. This was based on Donny Rosen, who lived over the street from Ralph, seeing a curvaceous woman answer Ralph's door when Lee knocked.

"She was amazing," Donny whispered to his friends during science. "She had tits out to here. I bet that little fuck Ralph is banging her now, the lucky bastard." Donny wasn't a nerd like Ralph had been - in fact he spent a lot of time pushing the smaller kid around. His buddies Sherman and Mike laughed. "Anyway, I think I might have got them on our security camera. I made sure I could look at the files so that I could take a peek at Katie's mom doing the gardening. I love it when she's down on her knees..."

"Cut it out, young men!" Their chemistry teacher Mr Jensen rapped on his desk. "You need to concentrate here and leave the gabbing for the yard!" The three put their heads down.

The next day was Saturday, and with his parents out Donny took the opportunity to look at the camera feed for the day Ralph had disappeared. He couldn't get the front door, but saw Lee walking up the path and, several hours later, two women come down the driveway and get into a cab. They were both wearing tight clothes and seemed to have unreasonably sized breasts, but he couldn't get their faces clearly. He paused it and squinted at the women. They were hot, way hotter even than Katie's mom. He groped idly at his dick through his jeans as he ogled them... he was a teenage boy and this was more than enough to get him going. Donny went to the bathroom, got a glass of water and some tissue paper, and went back to the screen to jerk off.

His blood pounded into his erection as his eyes went over and over the women, and he began wanking in earnest, squeezing and pulling at his balls as he did so. He was salivating and he knew why - it was time to take his indulgence up a notch. Donny was lanky and flexible, and blessed with a substantial and long dick. Sitting on the office chair he could easily bend his head forward to take his cock into his own mouth, and he did exactly that. He never told a soul, but he loved sucking himself off, feeling the fat cockhead all rubbery against his lips, the lurching feeling as he jammed it into the back of his throat, even the taste of his thick teenaged cum as it filled his mouth. Running his tongue against the throbbing helmet, Donny reached for the glass of water. His favourite trick was to drink the ice-cold liquid and then slip his dick back into his cool mouth - it was a shocking change of sensation that often made him blow immediately.

He swirled the water around his mouth, letting it rest on his tongue and against the back of his lips before he swallowed. Keeping his eyes on the incredible frames of the women on the screen, he put his mouth over his cock again. "Mmmmmm!" It felt so good to him. Better than normal, maybe! Donny began to jack his cock hard whilst licking and slurping. Oh god, he thought, this is going to be a big one. He tried to jam more of his dick into his mouth, and the hot head found the cool opening of his throat.

"Gaaah!" Donny pulled it out, wanking hard. He rubbed his wet knob all over his own face. "Oh shit... I've got to get this cock deep down my fucking throat..." He felt his stomach lurch, and suddenly his dick was level with his eyes. Somehow, his body had compressed. His whole torso was shorter. It should have been enough to send him running for help, but his twisting mind just rolled with it. Using two hands to control his cock, he bent it gently and forced deep it down his own gullet. Impossibly deep.

Donny's body shrank again, pushing the cock deeper inside his mouth. His flexible body just bent more to accommodate. He had to get more in though - he put one arm under his thighs and pulled up, and one on top of his head and pushed down. Between his fingers, he felt his crew cut growing, snaking out of his scalp. In his other hand, he could feel his thighs becoming thicker, softer.

But his dick only got harder.

His chest was tingling, and Donny moaned through the mouthful of his own cock as his nipples expanded, their new sensitivity exposed as they rubbed against his t-shirt. He seemed to feel his skin stretching and a new weight on his body, the nipples pressing out... "Tits. I'm growing tits," he thought. And yet he could not disengage from his dick. Soon, his shirt tented out so much that the new curves hugged his cock, and thrusting motion of his cock into his mouth began to pull up his t-shirt. In seconds, two huge breasts were exposed on his body. They were round, heavy, fake looking. His skin was paler than it had ever been. But his tits looked so good and his dick... He could fuck his mouth and his tits at the same time!

He slid to the floor, now unable to lie flat because of the sheer size of his ass. Taking his hands from his thick tangle of dark hair and from under his chubby thighs, Donny uncurled his body slightly, and his cock slipped out of his throat into his mouth again. His hands now each grabbed a breast, and with slender, manicured fingers began to squeeze and grope, then closed them around his dick. Had it grown, or was the rest of him smaller? It felt heavenly to fuck his own face and tits with each thrust of his hips. "Come on, gotta blow," he thought. "Gotta blast right in my fucking mouth. My cock feels so good between my titties... I love these tits! Yes, going to spunk all over myself." This transition of physical form eased the transition of his mind from hetero teenaged boy to voracious, fuck-anything woman. "I want to feel that dick spurt... Coat my tits and face... Fill my milf mouth with creamy cum..."

Donny was gone then, changed completely in mind and body. Anyone watching would not have recognised him in this short, ultra-curvy, fake-titted woman of about forty unless they had intimate knowledge of his penis, which was still throbbing up from the woman's crotch, between her breasts and into her mouth. Under it, the skin of Donny's scrotum had pulled so tight around his balls that they popped, one by one, into his abdominal cavity. The sharp shock of this was the final straw, and Donny's mouth was flooded with his final male orgasm. Thirstily she drank it, gulping down the seed, then pulled it from her mouth to fountain over her face. As it subsided, she held it up and the final spurts splattered her tits.

In her hand, the penis dwindled and deflated like a balloon. In a matter of seconds, the ten inch dick was gone and between her legs opened a mature pussy. The psychological toll of the change, plus the unknown force behind it, in addition to Donny's heightened arousal and masturbation technique had formed a whole new person. Donny had changed from teenaged boy into Daphne - a big breasted, cock-craving, huge assed fuck machine milf. Scooping the cum from her face and body, Daphne played with it, watched it stringing between her fingers, then sucked it down hungrily.

Daphne explored her wild new body. Where Donny had been six feet tall easily, she was now barely five feet tall. She ran her hands over her weighty, round tits, feeling their heft and the sensation of the implants under her flesh.

Her waist was tiny, but her ass was enormous.

She grabbed her buttocks, lifting and bouncing her thick cheeks, sinking her fingers into them, letting her index finger push tantalizingly close to her hot asshole.

She stroked at the sensitive ring with one hand, and brought the other between her sweetly chubby thighs to explore her cunt. It was hot, surprisingly so - Donny had never touched a pussy.

In her head, she knew she had been Donny, but most of that life seemed unimportant now. Her head was filled with knowledge of how to fuck, what would feel good for her or for a partner, not based on memory but on a kind of instinct. Her goal was sex, ideally nice fresh teenaged cock, and she knew how to get it. She picked up Donny's phone and called Sherman.

"Hi Sherman, it's Donny. I know I don't sound like me, but I am - come round to my place because I've got something incredible to show you." She tried to pull up Donny's jeans, but now couldn't even get them over her giant ass.

Daphne skipped off to Donny's mum's closet to find something revealing to wear...