Growing Friendship
by Martin
Lisa becomes a giantess to stop her giant boyfriend. 
Update: 31/10/1997 to giantess


  For a while afterward, Lisa thought she never should have done it.  But there
was Matt, sitting across from her, so beautifully muscular in his t-shirt and
jeans, with a face like a god, longish brown hair swept casually, carelessly
backward.  

  And she'd already had the potion ready.

  No, she'd been planning the night for too long, ever since the witch had
given her, at no small cost, the formula.  Who better to use it on than Matt,
after whom she had secretly lusted all through their teenage years?  It had
been a pleasure to watch her friend's body change, from a boy to a young man,
just as her own body had changed. 

  Now there would be another transformation.  It was the last chance; they
left for college in the morning.  She thought, once the metamorphosis began,
she could explain to Matt what she wanted, what they could do together.  That,
coupled with their years of friendship and the trace of hypnotic-suggestive
powder that the witch had added, for a small fee, should do the trick.  Her
parents were out; it was the perfect time.

  Lisa hoped she hadn't misjudged.

  And Matt reached for the beer, which contained the potion.

  He drank half of it in a gulp, grimacing at the slightly bitter taste.
 "There's something wrong with this," he said.  "It tastes . . ."  He drifted
off.

  Something was happening to him.

!@!@!@

  There was a long pause.  Lisa watched expectantly, but nothing visible
happened immediately.  "Are you all right?" she asked.
  Matt shook his head--to clear it, not in answer.  But, in fact, he wasn't
all right.  It didn't hurt, but he began to Change.

  "Matt?"

  "I'm fine!"  Was his voice getting deeper?  There wasn't time to think
about it.  His t-shirt ripped, splitting down the seams.  "Wha--?

  Relief that her plan was working filled Lisa's head as she watched her hunky
friend's chest muscles expand through the material.  Matt's shoulders got
wider, his arms ripping through the shirt sleeves.  When there was nothing
left of the garment, Matt stood up shakily.  Standing unsteadily in Lisa's
appreciative gaze, Matt contemplated his new upper-body muscles.  "Wh-What?"

  But Lisa grabbed his expanded shoulders and steered him back toward his
bedroom.  "You look great, man!" she reassured.
  "I-I look great," said Matt, allowing himself to be led.

!@!@!@

   The bedroom's full-length mirror told the entire tale.  Something in
Matt's lower conscious had been protesting his outward blase.  Now, however,
even that was quieting down.  I DO look great, he thought.  In the mirror, he
saw Lisa drinking him in with his eyes.  I DO look great, he thought
again, but what's happening to me?  Does Lisa have something to do with this?

  Uncertainty played across his rugged features.  It's a good thing Lisa
noticed.  "Look at yourself, man," she said, stepping up so close behind him
that his breath tickled the back of Matt's neck.  "Don't worry.  Just look at
yourself."

  And Lisa did.  His shirtless reflection wore a quizzical look as he studied
it.  His upper body, which had already been honed to perfection from years of
swimming, lacrosse, and weekend weight lifting, had moved beyond perfection.
 In five minutes, he had gone from big man on campus to Mr. Universe.

  But there was more.  His eyes dropped downward in time to witness another
change . . . his jeans, which had been stylishly baggy, were becoming
turnaqet-tight, the seams bulging.  His waistline didn't increase, but his
thighs and calves certainly did.  Behind him, his ass muscles expanded until
they hit Lisa, who was still uncomfortably close, in the crotch.

  An even more insistent pressure brought Matt's attention forward again.
 From the look of his reflection and the feel in his pants, his dick, which
was still soft, had just grown to twice it's former length.  The
newly-restrictive material contorted the organ into an agonizing position,
the pain of which did much to clear certain foggy thoughts.

  From behind, a pair of arms circled his chest, the hands barely meeting in
the middle.  "Matt, you look great," whispered Lisa.  The hands began
massaging, groping.  Matt broke their grip with a quick flex, then whirled
around to face Lisa.

  "What happened?!  What did you do?"

  Lisa was startled, hurt.  "Don't you like it?"

  Matt opened his mouth to say, no, he didn't, but shut it again slowly.
 That would be a lie.  He DID like it.  Very much.  What was so disturbing
was that Lisa did, too.  Had his best friend liked for him all these
years?  When Matt thought of all those after-workout showers, skinny-dips,
and nude sunbathing expeditions that they had shared, he shuddered.  But deep
down there was another reaction, wasn't there?  Introspection was delayed
when Matt grew to eight feet tall almost instantly. 

!@!!@!@!@

 Matt's remaining clothing popped their seams with a loud ripping sound and
fell to the floor.   Lisa's eyes nearly popped out of their sockets at the
sight.  Matt had always had the face of a Greek god, and now his body
exquisitely matched.  Eight feet tall, probably three hundred pounds of
muscle, and sporting what would be--when it was hard--a twenty-inch cock.
 Matt's balls hung pendulously, the size of oranges under his massive meat.  

 Lisa's gaze was glued to her best friend's new body, and she didn't notice the
change that was coming over Matt's face.  It was darkening.  As Lisa continued
to admire openly, Matt's beefy hands shot out, grabbing her by the shoulders,
startling him.

 "You did this to me!" 

 Lisa suddenly realized that she only came up to the nipples of this angered
deity.  "But Matt--"

 "Why'd you do it, Lisa?  Are you in love?"

 Lisa wished she'd asked the witch for stronger hypnotic powder.  Tears rose to
her eyes.  Seeing them, Matt scoffed.  "Can't handle it, little girl?  You
wanted me bigger and stronger.  Can't you handle it?"  Matt pushed her
effortlessly back onto her bed.  Lying down, Matt's gorgeous body towering
over her was almost too much.  Although she suspected she may be in great
danger, Lisa's nipples hardened noticeably at the sight of Matt's ceiling-high
stature towering over her.

 "You're getting your wish, Lisa, baby," said Matt.  He bent down, his big
hands reaching.

!@!@!@!@!@!@

 Lisa didn't think such pain was possible.  She'd never experienced anything
like it.  All her life, nothing larger than a finger had ever entered her
rectum.  Now, the head of a huge cock was lodged in her sphincter.  She tried
to scream, but Matt's hand was covering her mouth (and the entire lower half
of her face) muffling the sound.  She was sure she was going to die, but wasn't
sure whether it was from being split open or crushed and smothered under
Matt's enormous weight.

 "Are you happy now, Lisa?  Have you wanted this all these years?"

 Lisa didn't--couldn't--answer.  Just when she thought she'd pass out from the
agony, the cock pulled out and Matt propped himself up on his arms.  The hand
covering her mouth abruptly moved away, and Lisa breathed a deep sigh of
relief.

 Matt's hand on the back of her neck made her catch her breath.  Her head was
forced around, and she found herself face-to-face with her best friend.  "You
like getting fucked, Lisa?" asked Matt quietly.

 Lisa wasn't sure what to say.  In theory, she was sure she would, but this
first experience wasn't all she'd ever dreamed.  She nodded mutely, hoping to
leave it at that.

 "And you wanted me to do it to you all these years, eh?"  Matt didn't seem
as angered as she did before.  Lisa nodded again.  There was no sense in
denying it.  She realized her plan, so full of intrigue at the time of
conception, was now quite transparent.

 The hand on the back of Lisa's neck did not let up its grip.  It wasn't
choking her, but it easily could have been.  Lisa figured Matt was letting her
know the pressure was not yet off her.  How had things turned out this badly,
Lisa wondered.  *I* was supposed to be in control, not him.

 Matt was silent for a moment.  Lisa could see him looking down, studying his
newly-vast body.  Finally, he said, "How long will I stay this way?"

 A nod wouldn't do in answer this time.  Lisa cleared her throat and tried to
frame her answer.  Matt, whether he liked the transformation or not, was
going to be quite hard-pressed to explain it to the world at large.  He had
to be reassured.  "I-it's up to you," said Lisa.  "An old witch gave me a
potion.  I put it in your beer.  Some of the change is permanent.  You'll
always have those muscles...I-I thought you'd like them.  As for your
  size--your height, I mean--you should have control over it.  I think if you
concentrate, you should be able to get back to your normal height pretty
easily."

 Lisa's head was being held next to Matt's muscular thighs, directly in line
with the huge 20-inch penis.  It had deflated before, when the conversation
began, but seemed to be twitching to a revival at this point.  Lisa could
barely take her eyes off of it.  

 "And once I'm at my normal height?"

 "You should be able to change back."

 Matt looked amazed.  "Are you saying I have control over my own height?"
 His lips curled into a mysterious grin when Lisa nodded.  Matt released her
neck and clapped her on the back.  "You know, little girl, you might have had
a pretty good idea after all.  As a reward, I'm going to let you suck on my
dick."

 Lisa could hardly believe what she was hearing.  This was such a change from
the anger-inspired rape scene just minutes before.  She looked up at Matt's
face to see if her friend was serious.  Matt wore a strange expression, but
it was more contemplative than anything else.  Lisa decided it was okay to
take her towering friend up on his offer.

 Matt's cock was hard again.  It was as thick as Lisa's forearm and longer
than the distance from her fingertips to his elbow.  She'd dreamed of sucking
Matt off for about five years, but she'd never imagined it might happen this
way.  Where to start?  She'd never fit even part of it in her mouth, that was
for certain.  Lisa settled for putting her head in Matt's lap, starting at the
penis's base and licking his way up and down, fiddling with the
baseball-sized balls as she did so. 

 She thought of looking up at Matt's face to see if she was feeling pleasure,
but didn't do it.  She was shy in the presence of this 8-foot Adonis.  They'd
known each other for years, but this was the first time that Lisa had really
revealed her true nature to his friend, and she didn't want to see the
reaction.

 But for his part, Matt was barely thinking of Lisa at all.  He let his
hardon entertain Lisa while he thought of more important things.  Lisa--and
even the witch, apparently--had assumed he'd use his new-found power over his
own size to return it to normal, but what if...  He closed his eyes.

 Lisa didn't notice anything happening at first.  She just thought that she'd
been mistaken earlier about Matt's dick being completely hard, and that it
was now finishing its rise to the occasion, getting bigger and wider.  But
Matt's thighs and legs were also lengthening and thickening.  By the time Lisa
realized what was going on, Matt was a 15-foot giant sitting on the edge of
his bed, his head bending to avoid the ceiling.

 Two seconds later, while Lisa struggled to her feet, Matt grew to 20 feet
tall.  His head rapped painfully against the plaster, crumbling a section of
it and sending a shower of white powder down into the room.  The bed frame
collapsed under Matt's weight, as did the wooden structure of the box
springs.

 Despite the bump on his head, Matt wore an expression of sheer delight,
especially at Lisa's discomfort.  "You were right," he said.  "I like this a
lot."  He looked around at the room's new smaller proportions; turning
carelessly, one of his arms knocked over Lisa's bureau and the other smashed
the room's window.

 "Matt, stop!"

 Matt either didn't hear or didn't obey.  He stood, growing another ten feet
at the same time.  His head and shoulders crashed through the ceiling into
the room above, sending Lisa's brother Barry's bedroom furniture collapsing
into the room below, barely missing the terrified teenager.

 Lisa was horrified.  Matt was destroying the house!  What would Lisa's parents
say when they got home from the movies?  How could she ever explain?

 Only Matt's legs from the thigh down remained in the room.  Lisa got as close
to the hole in the ceiling as she dared and looked up, avoiding the falling
debris.  Matt's head was protruding from the roof of the house, and her giant
friend was looking around curiously.  His cock, over six feet long, was still
hard, and poking through Barry's bedroom door into the adjoining 
corridor.

 "Matt!" Lisa yelled again.  She cursed herself for ever meeting that witch,
but she couldn't even blame her, really.  She had warned her that the results
of her work could be unpredictable.  In her haste to seduce her best friend,
Lisa had ignored her warnings.

 Matt's voice drifted down from above.  "Yeah, Lisa, this is really great.
 You should try it sometime."  And he grew *again*.  As the ceiling and roof
collapsed, Lisa fled into the hallway just in time to avoid the destruction.
 When she looked back, all that remained of that side of the house was crushed
rubble.  From the hallway, she could see out into the backyard.  A giant pair
of receding legs was visible, heading toward the beach.  

 What was she going to do?

!@@!@!@

 Matt was enjoying himself very much.  He had, in fact, never felt better.
 He had the power he'd always dreamed of.  Did that little faggot realize
what he had given him?  His huge face blushed red.  Had he just thought of
his best friend in that way?  Had he really just destroyed that house?  He'd
let his new power go to his head for a few minutes there.  A wave of
affection for Lisa washed over him.  Perhaps, once he finished looking around
the area, he'd go back and take his little friend on a private tour.  And
maybe, if Lisa was good, the tour would be of a penis twice the size of his
entire body!

 Matt stood on the beach, watching waves that had once been formidable to him
now roll harmlessly against the sand, barely even reaching the tops of his
feet.  Lisa's family lived pretty far away from any other houses, and Matt
thought he had this area pretty much to himself.

 I must be seventy feet tall, he thought.  It was taking a while to sink in.
 He looked down past his rippling muscular body, past his oversized (even to
him) cock, at the ground below.  Daytime visitors had left the beach dotted
with footprints, but just one of Matt's own prints had obliterated scores of
the smaller ones.  *This* was power.  Matt decided to find someone and use
it.

!@!@!@!@!@!@

 From her backyard, Lisa watched Matt stand silently on the beach for a few
minutes before wandering off to the south.  The condition of her house
testified that Matt was going to abuse his new power, perhaps even fatally.
 She had to stop him.

 She tore her eyes away from Matt's muscular ass.  Even from a quarter of a
mile away, Matt looked absolutely huge!  Why, the square footage of that
magnificent butt was bigger than her recently-destroyed bedroom!  Forcing her
mind back on the problem at hand, she returned to the house, careful no to do
anything that would have the rest of the house collapsing around her.  At
least, until she got the leftover potion...


!@!@!@!@

 A mile south, Matt was approaching a campfire on the beach.  Five or six
small forms were huddled around it.  He was surprised he could get so close
without raising any alarm, but then he realized that the fire would blind the
small people to anything approaching from the darkness, and the sand was
cushioning his footsteps.

 When he got closer, the giant realized that these were some of his former
classmates from the all-male private high school he and Lisa had attended.
 College was beginning tomorrow in much of the country, and these old friends
had gathered to bid each other farewell, just as he and Lisa had begun the
evening doing so.

 He hadn't started out wanting to hurt anyone.  But his power and arrogance
got the better of him.  As Matt stared at these tiny men, he knew he had to
dominate them, bend them to his will like Lisa had wanted to do to him earlier
that night.  But Lisa had relied on some sort of weak hypnotic effect in the
potion.  That hadn't done much good.  Matt had sheer strength on his side.

 The first person to see Matt and raise the alarm happened to be Kyle
Richards, Matt's chief adversary for the forward position he wanted on the
lacrosse team.  Matt had beat him out, but Kyle had had his revenge in many
small, petty ways.  Now, it was Matt's turn for revenge, and the only thing
small about it would be Kyle.

 The other teenagers peered into the darkness to see what Kyle was yelling
about.  Kyle had begun to run, tripping over his own feet and slipping in the
loose sand in his terror.  Soon, mayhem reigned.  The other men were running
and screaming, too.  Matt just stood over it all, his hands on his hips, like
the Jolly Green Giant in the vegetable commercials.

 When it looked like they were getting too far away, he pounced.  He gathered
up Kyle and another boy named Doug in one of his big hands and a guy named
John and a great deal of sand in the other.  He let the other three go.  He
had enough to occupy him for the time being.

!@!@!@!@!@

 Back at her house, Lisa grabbed the rest of the potion and was about to leave
in search of Matt, gulping it down as she went, but decided she wanted to watch
the transformation take effect in the bathroom mirror first.  She drank the
brew, undiluted by the beer that had thinned Matt's, and sat down on the
toilet seat to wait.

!@!@!@!@!@

 Matt was having fun.  At first, he hadn't known what he was going to do with
his small charges, and it had been enough just to have them scream and try to
wriggle free of his grasp.  But now he knew how he could bring Kyle down a
few pegs, so to speak.  He sat down in the sand, trapping Kyle, Doug, and
John in the corral of his crossed legs.  His huge cock jutted into their
prison.  Using both hands, he began to rub the little men across his aroused
flesh.

 Magnificent!

 They screamed for help and they screamed for mercy, but Matt would have none
of it.  His rubbing increased as he remembered that, in all of the events of
the evening--the fucking and blow job with Lisa--he hadn't cum that night.
 But now he did.  He saved the load for Kyle, coating the small man's body in
his spunk.  Gallons of sperm washed across the sand.

 Man, these big balls can really cum, thought Matt.  As was usual for him, he
lost all interest in sex the moment he came.  His 13-foot cock deflated like
a balloon down to a more manageable six feet.  Abruptly, he stood up, anxious
to move on.  He casually reached down and grabbed John in one huge hand and,
in one fluid motion, threw him as far as he could into the ocean.  As the
scream faded into the distance, he grabbed Doug, popping the squirming man
head first into his mouth.

 At 70 feet, Matt wasn't big enough to swallow a normal-sized man whole, and
this wasn't his intention now, although he had to admit the idea was very
intriguing.  He just wanted to hold Doug, the best-looking of the three,
immobile for a few minutes while he took care of Kyle.

 He'd had a few beers that evening, and they had taken their usual toll.  As
Kyle stumbled blindly in the sand, attempting to wipe the sperm from his
face, Matt released the pressure on certain muscles in his abdomen.  A hot,
thick stream of urine crashed down onto the beach, knocking over the already
stumbling teenager.

 To Kyle's benefit, the pee washed the cum off, but the acidic stream burned
his eyes and throat.  Matt let him have the last few drops, then smiled
around the legs sticking out of his mouth and sauntered casually away.


!@!@!@!@!@

 Lisa's growth was faster than Matt's had been.  Within two minutes she was
eight-feet tall and musclebound.  Her clothes were in tatters around her feet
as she examined herself in the mirror.  Was that really her?  She took the time
to feel every bulging muscle, lavishing special attention on her 70-inch
breasts.  Was there something she was supposed to do?  Try as she might, Lisa
couldn't concentrate.  She briefly considered that the undiluted suggestive
potion was having a greater effect on her than it had mixed with Matt's beer.
 Lisa's mind was dulling fast.  Soon she stood slack-jawed in front of the
mirror, admiring herself, Matt the furthest thing from her mind.

!@!@!@!@!@

 Matt pulled Doug out of his mouth and laid him out on his open palm as he
walked further south.  There was a housing development about ten miles away,
bordered by the beach on one side and the new mall on the other.  That seemed
like the ideal location to try his newfound power.

 First, he glanced at Doug, who seemed to be unconscious.  A brief moment of
concentration caused Doug's body to appear to shrink in his hand.  Actually,
it was Matt who had grown again.   At 100 feet tall, he would cover the
distance faster.

 It would also be easier to swallow Doug, an action he had the strangest
desire to perform.

 As Doug stirred and sat up groggily, Matt opened his mouth wide and tossed
him in the air, catching him with his mouth.  He could hear Doug's screams on
the inside of his head as he pushed him toward the back of his mouth with his
tongue.  But the man, little as he may be in comparison, was still a bit too
large to swallow whole, and Matt didn't want to have to chew raw meat.  He
figured he could grow again, but he didn't want to get too big just yet.

 So Doug was granted a brief reprieve as Matt walked slowly south, if being
trapped in a giant's dark, wet, hot mouth could be considered a reprieve.

!@!@!@!@!@

 Lisa must have stood in front of the mirror for ten minutes before Barry got
home.  Barry was Lisa's older brother, who had just graduated college and now
lived with their parents while he saved up enough money to move out.

 "What the fuck happened here?!?" Barry screamed from the living room.  Lisa
didn't answer.  Footsteps came haltingly down the hall, tripping over fallen
debris.  "Mom!  Dad!  Lisa!  Is anyone here?"

He finally passed the open bathroom door.  Barry froze as his kid sister,
now two-and-a-half feet taller and twice her weight, turned to regard him
groggily.

 "Lisa!  What the hell happened to you?  What the fuck is going on here?"

 The witch's pure hypnotic brew worked on Lisa's mind.  She heard a question
and she responded to it.  She told an ever-more-amazed Barry the entire
story--everything from her long-time longing for Matt to her plan to do
something about it.  Lisa's speech was slurred and monotonous, but Barry had
no trouble understanding her.  He even figured out for himself that his
sister was under a hypnotic spell from the potion.  Barry could hardly
believe what he was hearing, and his mind reeled with the possibilities
before him.  

 When Lisa finished talking, both were silent for a few minutes;
Lisa's mind was blank, Barry's chaotic with consideration.  Finally, he asked,
"Is there any potion left?"

 Lisa shook her head from side to side.

 Barry cursed inwardly.  "Can you get more from this witch?"

 Lisa nodded.  Well, at least that was something.  Barry thought he'd have to
pay a visit to this remarkable woman sometime soon.  But for the moment, Lisa
was enough to occupy the attention.  Barry couldn't believe that Lisa was 
obsessed with sex
too.  He thought he was the only one in the family.  Sometimes, it felt like
he was the only one in the world.  Now, with his sister before him, naked
and huge and hard, the perfect woman, he wished they weren't related so he
could take proper advantage of the situation.  Of course, related or not, he
could STILL take proper advantage of the situation.  Who would know?  He
could even make Lisa forget about it, apparently.  Smiling wickedly to
himself, Barry began to think about where he wanted to begin.

 "Sit down," he said.  Lisa sat on the toilet seat.  Barry sat down on his
sister's huge lap, feeling like an 8-year-old sitting on the lap of an
adult.  He could DEFINITELY get used to this.

!@!@!@!@

 Matt pressed Doug to the roof of his mouth and felt his tongue fill every
nook and cranny of the smaller man's body.  What an incredible feeling!
 Again, his mind wandered back to Lisa and his strange plan.  He really owed a
lot to his best friend for opening this new world to him.  He could ALMOST
even forgive him for trying to take advantage of him.  Yes, he would
definitely pay a visit back to Lisa's house later that night to thank him for
this incredible gift.

 The lights of the beachfront housing development were quite close.  It
appeared nobody had spotted the giant approaching, so Matt had time to think
about how he wanted to begin his fun.  It seemed like it would be a good idea
to approach inconspicuously, get to the center of the development, then
unleash his power on an unsuspecting population.  A plan occurred to him, and
he smiled.

 Inside his mouth, Doug was beginning to regain consciousness, completely
unaware of the wild ride ahead.

!@!@!@!@

 Barry felt Lisa's erect nipples rubbing his back.  God, her breasts were huge.  
And
they could get even huger.  The thought that Barry had complete control over
Lisa's size by just speaking a few words turned him on enormously.  It was
time to get started.

 "Let's go into the living room," said Barry.  As the bedrooms were
destroyed, the couch was the next best thing.  Lisa stood up causing her older
brother to slide off his lap.   Barry watched as Lisa tried to clear the
bathroom door without banging her head and something else occurred to him.
 He had never considered anything like this idea before, but it was
apparently now within the realm of possibility.

 "You'd better get a couple of feet smaller," he said.  "You don't want to
bang your head."

 Without a word, Lisa complied.  Barry marveled at watching his sister's body
contract into itself.  He'd never seen anything like it. 

 Lisa had taken his words literally and shrunk two feet exactly to six feet
tall, six inches taller than she normally was, two inches taller than Barry. 

  "Shrink another two feet."  Barry didn't know if Lisa could get smaller than
her original height, but he didn't see why not.  Neither did Lisa, who was
four feet tall within three seconds.  Barry looked down at his sister's
small but godlike body.  The possibilities were endless.

!@!@!@!@!@

 Matt's plan had worked and he was ecstatic.  He wasn't sure it would, but it
had seemed logical.  His dental work, although not a part of his body, had
grown along with him, and it had stood to reason that anything else in his
mouth would change size when he did, too.

 The plan had been elaborate because he had wanted some clothes and Doug's
were the only ones available at the moment.  First, he had spat the little
teenager out onto his palm and made him get undressed, then he had carefully
put the clothes down where he could easily find them when he would be able to
fit into them.  Popping the terrified Doug back into his mouth, Matt
concentrated on reducing his size, slowly at first so if his plan didn't work
his head wouldn't explode from contracting around Doug.

 But it had worked.  As Matt shrugged into clothes that were damp with his
own saliva, he could feel Doug's three-inch body squirming around on the top
of his tongue.  For the hundredth time that night, Matt reveled in the
perfection of his situation:  he could not only control his own size, he
could, to a limited extent, control that of others!

 He again headed for the housing development's lights, this time viewing them
from their level.  They seemed further away, obviously, than they had when he
was almost twenty times larger, and he didn't want to be burdened
unnecessarily on the trek.  Matt inhaled deeply then spat Doug out of his
mouth up into the air.  Doug shrieked as he began to fall to the sand, but
Matt caught him at the last minute.

 "Matt, what have you done?  Why are you doing this?"  Doug's voice was soft
and high-pitched. 

 Matt smiled.  "Because I can, Dougie Boy."  He bent down and put the little
teenager carefully in the sand.  "Now run along home.  I have some other
things to do tonight--some big-person things."

 Doug wept openly as he saw the giant Matt, wearing the clothes that he,
himself, had been wearing not five minutes before, walk away.  Where was he?
 Who could help him?  Sand dunes the size of mountains covered with a jungle
of sand grasses separated the beach from the road.  With one last look after
Matt, Doug began to climb the nearest sandy peak.

!@!@!@!@!@

 Barry thought he might have gotten slightly carried away as he watched his
sister wade through the waist-high brown brush of his pubic hair.  He'd told
Lisa to climb his penis and, though the small teen was only an inch tall, she
was gamely going to attempt to do so. 

 Lisa reached the comparatively immense cock and tried to get a proper
foothold.  Impossible.  It was like asking a normal-sized person to climb a
redwood tree where there were no low-to-the-ground branches.  Barry sighed.
 "Okay," he said, "you can grow some."

 Lisa grew herself to about four inches tall before an idea occurred to Barry
and she continued.  "Actually, you can grow a lot.  Get back to normal size
and let's go into the backyard."

!@!@!@!@

 Amazingly enough, the beach was one of the lesser-developed shorelines in
the country.  Houses were few and far between--like Lisa and Barry's
family's--but there were a few new housing developments beginning to spring
up.  Matt's destination was the newest of these:  row upon row of houses in a
plain modern style.  The long-time residents of the area found it hideous.
 Matt thought he'd beautify the area.

 It was dark, but it was also a clear and warm night.  All throughout the
neighborhood, residents were out enjoying the evening.  Children frolicked on
front lawns while adults either took relaxing strolls or gathered together on
front porches to gossip or share a nightcap.  Matt passed any number of such
people before he figured he was close enough to the center of the development
to unleash his power.

 He looked around, wanting to know if his transformation would be spotted,
but there was only one person in the area.  A young teenager sat in the grass
under one of the streetlights.  He had watched Matt's approach, but now
quickly turned away, as if he didn't want to be caught staring.

 For some reason, this quick turn of the head reminded Matt of Lisa.  Hadn't
his best friend performed that same action in front of him more times than he
could count?  Usually, in some locker room shower.  Matt knew what it meant
now.  An incredibly strange idea popped into his head, and indecision washed
over him.  Finally, he approached the boy, who now appeared to be cutting his
fingernails, oblivious to the presence of a stranger.

 "Hi."

 "Uh, hi."  The boy seemed surprised Matt had spoken to him, and turned to
face the newcomer again.  Now that he was closer, Matt realized that this
wasn't some young teenager at all.  He even appeared to be a bit older than
Matt himself, but much smaller in build.  He was probably about five foot
five and a hundred and thirty pounds.  Matt placed his age at about nineteen.

 "I'm Matt."

 "Sean."

 Matt noticed Sean couldn't take his eyes off his body, which was not much of
a surprise.  He'd deliberately arranged his size to make Doug's clothes
tight--stretching them to the tearing point--and he was perfectly aware that
the bulge in his pants looked like it was the size of a grapefruit and that
his tee shirt looked like a second skin on his muscular torso.

 "Do you live around here?"

 With a nod of his head, Sean indicated the house behind him.  "What about
you?"

 "No, just, uh, out for a walk."

 "I see."  Sean's eyes wandered the terrain of Matt's body again.  Matt
decided it was time to make his move.

 "Do you want me to suck you off, Sean?"

!@!@!@!@!

 Sean almost passed out from embarrassment when the incredible muscular hunk
named Matt asked him if he wanted to be sucked off.  His feelings for Matt
had been pure fantasy moments before, and now it looked like they were about
to become reality.  He fervently hoped that this was not some sort of
gay-bashing set up.  Another look at Matt's body made him decide to take the
risk.  Mutely, he nodded in answer to Matt's question.

 "Is there a place we can go?" asked Matt.

 "There's a junior high school less than a block away.  The playing field is
almost surrounded by trees..."

 Matt's smile was strangely broad.  "A secluded field.  Sean, that would be
*perfect*."

 They walked the short distance to the school field, sometimes allowing their
hands to briefly brush together.  When they reached the shelter of the trees,
some bushy pines, Sean turned before he could lose his nerve and began to
feel Matt's chest.

 Matt stood still for a moment.  He was still smiling.  "Why don't you go for
my dick, Sean?"

 Even though he himself had been promised the blow job, Sean needed no other
prompting.  He fell to his knees before this muscular god and fumbled at the
buttons that hid the enormous cock from him, pulling Matt's pants off his
legs.  They were strangely damp.  Maybe, thought Sean, he's been swimming.

 Further speculation was halted in it's tracks as Matt's dick stood revealed.
 Sean's jaw dropped in utter shock.  The cock wasn't even hard and it was
huge--almost a foot.  How was he supposed to get his mouth around *that*?

 "Take off your clothes, Sean."

 Sean complied, at the same time nuzzling the huge penis to erection.  Still
on his knees, he worked his way out of his shorts, then had to neglect Matt's
dick for a moment as he pulled his shirt off over his head.

 When his head was free, he attempted to return to Matt's cock.

 It was gone.

 "Wha--"

 This was impossible, it was right in his face a moment before. 

 But now it wasn't.  

 Matt's muscular legs were still there in roughly the same position.

 Sean followed them up, up, up....

 *There* was the cock, bigger than ever, five feet over his head.  As he
watched, it got bigger and higher still.  The T-shirt Matt had been wearing,
now a torn rag, fluttered down and landed at Sean's feet.  In turn, Sean
stood at Matt's feet.  And Matt was a huge, HUGE giant.

 Sean thought he'd pass out.  This was incredible.  This was impossible.

 He still thought it was impossible when a hand as big as he was grabbed him
and lifted him into the sky.  For a moment, before Matt sat down, Sean got a
glance of his neighborhood from a height of 50 feet.  Then, all he could see
was the flesh of Matt's stomach and hands, where the giant had him trapped in
an unbreakable grasp.

!@!@!@!@!@

 When Lisa's mind slowly returned to consciousness, her body was attempting to
climb a penis the size of a five-story building.  She heard a voice echo down
from above, and immediately recognized it as how her brother might sound if
his voice were heard through giant speakers.  "OKAY, YOU CAN GROW SOME."

 The potion's failing grip on her actions caused Lisa to instinctively grow to
four inches tall.  Then, Barry said to return to normal size so they could go
into the backyard.  As she complied, this time under her own volition, Lisa
wore a secret grin.  She had an idea of what Barry was up to, and it was time
to teach her older brother a lesson.

!@!@@!@!@

 Sean stopped wriggling in Matt's hand, and the giant rewarded him by raising
him up to the level of his face.  This was simply incredible.  Sean sat naked
on the palm of a man who must be a hundred feet tall.  Matt was sitting on
the field, but his head was above the level of the trees.  From where he sat,
Sean could see his neighborhood over the treetops.

 But he didn't want to look at his neighborhood.  He wanted to look at Matt.
 What beauty!  Sean was almost unconcerned about his own fate, as long as he
could die knowing this god-like man's body.

 And that was exactly how things turned out.

!@!@!@!@!@

 As the two emerged naked from the broken back of their house, Lisa
thought of the time.  Their parents had gone to dinner and a movie in the
nearest big city, which was about an hour away from the coast.  They wouldn't
be home for at least an hour, probably two.  Plenty of time to teach Barry a
lesson and perhaps even catch up to Matt.  Of course, there was still the
small matter of the house's collapse to explain...

 Lisa had decided to play along with Barry's game for now, and was ready to
comply with her brother's next spoken wish, when headlights swept the far end
of the yard.  Someone was turning into the driveway!  Their parents!

 It was lucky for Lisa that Barry saw the lights, too, and said:  "Oh, shit,
it's them!  Let's get dressed!  And act NORMAL."  If her brother had not had
the foresight to issue the command, it would have been obvious that Lisa was
no longer under a spell as she jumped the gun to accomplish exactly what his
brother had just said.

 Barry's bureau had fallen into Lisa's room, and she was able to grab some new
clothes.  Lisa was faced with the dilemma of finding something that would
cover his newly-muscular body.  She settled for wearing something of Barry's,
and was just pulling on some shorts when they heard footsteps on the side of
the house.

 "What the FUCK happened here?!?"  Not Mom.  Or Dad.  Who was here?

 Barry knew.  He breathed a sigh of relief.  "Scott."

 Scott was an old high-school friend of Barry's who had also become a friend
of the family, frequently dropping in unannounced.  Barry thought it was
ironic that it was Scott on this of all nights, as he had for years had a
crush on his friend, just as Lisa had on his.  Maybe tonight would be a night
for revelations all around.

 Scott rounded the corner and saw Lisa and Barry through the collapsed wall.
 "Guys!  What happened?  Was it the giant?"

 "Giant?" Barry squeaked.  How much did Scott know?

 Scott shook his head, considering the unbelievable.  "I heard on the radio
that some guys had reported being chased by a giant just a mile south of
here.  I didn't believe it, but came out anyway.  Now I see THIS..."

 "Actually, it was a giant," Lisa spoke up, just as Barry was about to claim
the destruction had been caused by a freak tornado.

 "You're kidding me," said Scott.  "Those guys were probably on drugs.  What
really happened?"  He began walking aimlessly about, examining the wreckage.

 Suddenly, Scott stopped and stared at something, then glanced frantically
around.  "Oh my God!"  He began to run for his car, not looking back.  Barry
looked around to see if Matt had returned, but Lisa knew what Scott had seen:
 the pattern of the wreckage.  It clearly showed that something had broken
OUT of the house, not smashed it from the outside.  Scott had put two and two
together and figured out that the giant had come from inside his friends'
house, and that he would either be coming back or was, in fact, one of the
people before him. 

 Lisa sighed deeply.  This wouldn't do at all.  The clothes borrowed from
Barry shredded into tattered rags in less than three seconds as Lisa quickly
grew to over 100 feet tall.  Her intention was to stop Scott--who was just
now reaching his car and working frantically at the door, trying to unlock it
and get in--but she became distracted for a moment at his view.  Below her was
Barry, knocked aside by his sister's growth spurt and now looking up,
bewildered.  Lisa could also see up and down the beach and took a moment to
scan for Matt.  Nothing.

 A faint scream reached her ears, and she looked down at Scott.  It appeared
that her brother's friend had just realized his suspicions were correct.  He
finally got the car door open and he jumped in, only to find the vehicle
rising into the air as if it were a helicopter.

 Lisa brought the car up to her face, enjoying Scott's look of terror.  Was
this how Matt had felt?  So powerful, so alive?  No wonder he had done what
he'd done.  Lisa understood everything now, and wanted nothing more than to
find her best friend and tell him.  But first she had something else to deal
with...

 Scott's car door was still open, and Lisa pulled it off.  Then she turned the
car on it's side and began shaking it over her open palm.  After a few
seconds of feeling like a martini--and not a stirred one--Scott fell out,
landing hard on Lisa's palm.  The giant casually tossed the car down, where it
landed with a crash in a neighboring field.

 Then, she examined Scott.

 Lisa was aware of Barry making some sort of commotion near her feet, but she
ignored it in favor of her brother's friend.  Scott really was adorable.  Did
Barry think so?  Lisa took a moment to think, wondering how she should take
advantage of this very interesting situation, but also wanting very much to
find Matt.  As she thought, she followed his old habit and ran her tongue
around the backs of his teeth.  A thought entered her unconscious mind, then
seconds later her conscious one. She had all of her teeth.  ALL of them.  And
yet, her two front teeth had been damaged in a fall years before and had been
replaced with artificial ones...

 The same idea that had occurred to Matt before occurred to Lisa now, that she
had limited control of the size any object that was in her body.  But there
were doubts, too.  What if it didn't work and his head exploded?  What if it
only worked on objects that were actually a part of her body?

 But what could it hurt to try, thoughts of an exploded head aside?  She could
do it slowly, and stop the process whenever it felt like something was going
wrong.  And Scott was so convenient...

 Scott screamed as he was brought toward the giant's mouth.  "Lisa, please!
 It's me!  Your old friend Scott!"

 "SHUT UP, SCOTTY BABY.  THIS PROBABLY WON'T HURT A BIT."

 When the little man was inside her mouth, Lisa thought she probably should
have removed his clothes first.  This would be a great opportunity to get to
know his brother's friend a lot better, after all.  Also, she didn't
particularly care for the feeling of Nikes kicking the roof of his mouth.
 Oh, well.  She would remember next time.

 Slowly at first, Lisa began to dwindle in size.  It seemed her experiment was
working.  Soon, she was eight feet tall again, standing next to Barry, who
looked up at her in awe and fear.

 "Where's Scott?" his brother squeaked.  "Did you..."

 Lisa laughed.  "Swallow him?  No.  Here."  She spat Scott, who was now only
about five inches tall, out into her hand and handed him to Barry.  "Here you
go.  I'm sure you two will be very happy together."  With that, she grew
again, surpassing her previous size, and walked toward the beach.

 As Barry watched his sister go, he considered that his situation was no
less interesting than it had been before.  There, curled up in his palm, was
the unconscious form of the man after whom he had lusted for years.

 Very interesting indeed.


!@!@!@!@!@!@! 


 "I CAN GIVE YOU THAT BLOW JOB NOW."  From the palm of the giant's hand, Sean
stared up in awe at Matt's handsome face.  As he watched, it got closer,
looming higher.  When he was close enough, the huge, slimy tongue darted out,
burying itself in Sean's crotch.

 Sean was in heaven.  He grabbed the sides of the tongue and thrust his
crotch against it.  With his bare feet, he caressed Matt's face, feeling the
prickly giant whiskers at inch intervals.

 "OH, YOU LIKE THIS, DO YOU?" asked Matt, barely comprehensible because he
was talking around his tongue.  Sean didn't answer but began kissing the flap
of skin between the goliath man's nostrils.  He pressed his crotch so hard
against the tongue that his inner thighs and legs, which were spread wide,
lodged against the huge, moist lips.

 There was an odd feeling suddenly.  The giant's skin slid against his, the
nose grew further away, the tongue washed more of his legs.  It took a moment
for Sean to realize that Matt was growing again.

 When it was done with, Sean realized he was less than an inch tall compared
to the massive man before him.  For the first time, he began to feel
frightened.  He looked out over his neighborhood and saw the red and blue
flashing lights of police cars heading directly toward him and Matt; a
hundred feet below, people stood in front yards pointing, screaming.  They
were all watching their every move.  Sean's erection, which had been about to
burst only moments before, quickly wilted.

 "OH, DON'T LET THEM SPOIL OUR FUN."  Matt's voice was louder than ever.
 "HERE, LET'S GET YOU INSIDE, AWAY FROM PRYING EYES."

 Sean screamed as the giant popped him into his mouth.  The lips slid shut
behind him, blocking the light and sound of the outside world, leaving Sean
alone in the dark, wet, hot cave of Matt's mouth.  He could hear a thundering
heartbeat and air rushing up and down the back of the cavernous throat.

 "Let me out!" Sean yelled, banging his tiny fists ineffectually against
teeth, tongue, and gums.  Matt began to hum tunelessly and the sound almost
deafened the man in his mouth.  Sean felt the world around him rocking, and
decided that Matt must be standing up.  He fleetingly hoped that the giant
wasn't about to do anything destructive, but spent more time praying that he
wasn't about to get eaten.

 The tongue under him moved, pressing him against 3-foot teeth, probing his
relatively minuscule body.  A sudden shift had Sean plastered against the
roof of Matt's mouth, the tongue pressing the breath out of him and covering
his mouth and nose.  Matt held him in this position for a while, until Sean
was certain he'd die of suffocation.  When the pressure released, Sean had
barely sighed in relief before he was moved again.  The tongue lifted him up,
pushing him away from the front of the giant's mouth, toward his throat.
 Matt held him there for a moment, his tonsils hanging like the sword of
Damocles over the little man perched between life and death by swallowing.

 Then he swallowed.

 Screaming, Sean slid down Matt's slick throat.  The last thing he realized
before he blacked out completely was that his dick was as hard as a rock.

!@!@!@!@!@!

 Naked and shivering in the night air, Doug made it to the top of the
mountainous sand dune and looked out over the giant world he was now a part
of.  The moon shone overhead illuminating the landscape like some sort of
fantasy world.  If he were normal sized instead of, by his best reckoning,
three inches tall, he would have enjoyed the view immensely.  As it was, he
was too scared and miserable to think much of anything.

 And then, another giant came.

 From the tiny man's perspective, the new giant was thousands upon thousands
upon thousands of feet tall--much too big for Doug's small eyes to see even a
quarter of the way up.  Doug whimpered and dived for the far end of the dune,
but the titan was far enough away that the only effect on Doug was the
shuddering of the sand beneath his body.

 The new giant was heading south, just as Matt had done.

 Doug began the long descent down the sand dune toward the road, passing huge
soda cans and used condoms the size of weather balloons.  He didn't know what
would become of him, what he life would be like, if he would ever return to
normal, but he did know one thing.

 He was headed north.

!@!@!@!@!@!


 The world was shaking, and the tremors brought Scott back to consciousness.
 He couldn't remember what had happened, but had the most urgent urge to
flee.

 Well, *that* would have to wait.  His head was pounding so hard, he could
barely open his eyes.

 Where was he?  The surface beneath his body was soft yet firm, and angled so
that his head was higher than his feet.

 And it was *shaking*.

 Finally, he pried his eyes opened and looked around, then stopped in
horrified wonder.  He was on a stomach.  A *BIG* stomach.  Foot-long tendrils
of hair stuck out everywhere.  Lying on his back, Scott could see a fist as
big as he was, jacking off a cock that was a good deal bigger.

 The giant!

 Lisa!

 Everything came flooding back.  Scott tried to leap to his feet, but he lost
his balance on the slope, tripping and rolling down the huge body until he
came to rest in the foliage of pubic hair.

 A deep, loud chuckle drifted down from above and Scott turned to face Lisa,
to demand to be let go.

 But it wasn't Lisa.  It was Barry.

 His best friend.

 Staring down at him.  Grinning.

 "HI, LITTLE FELLA.  READY FOR SOME FUN?"

 The remainder of Scott's world shattered when he noticed, around them, the
ruins of Lisa's bedroom were also huge.  Barry was a giant to Scott only.  And
Barry was in control.

 The mammoth hand stopped beating off long enough to grab Scott and press him
against the 8-foot penis.

 Scott began to cry.

!@!@!@!@!@!

 Headed south, Lisa followed Matt's gigantic footprints along the beach,
watching them as they got smaller, finally losing them among the normal-sized
footprints in the sand.  It seemed Matt had been headed for the new housing
development.  But why go as a normal-sized person?
 
 That was something Lisa had no intention of doing.  She wanted to find her
friend as quickly as possible.  The lights of the development and the
neighboring mall were in sight, and Lisa picked up her pace.  Soon, she could
see the actual buildings.

 And the skyscraper-tall form of his best friend, gloriously naked.
 Emergency spotlights highlighted parts of the beautiful body, catching a
hand here, a thigh there, then a nipple.  Even as Lisa watched, some of them
blinked out as Matt destroyed them with a casual tap of his foot.

 Lisa estimated that Matt was over 300 feet tall, and she quickly grew to match
her friend's height.  Coming from the darkness, Lisa didn't think she would be
spotted quite yet, which was good because she wanted to take in the sight
before him.

 Matt was simply beautiful.  There was no other word to describe him.  Lisa
wondered if the tiny people who surrounded her friend also thought him
beautiful, but she thought not.  These were people who lived (or *had* lived)
in the houses that stood in ruins around Matt's feet.  As the citizens either
gawked or fled, emergency crews were attempting to surround the giant.  Not
that they could hope to accomplish much; Lisa thought they were lucky that
Matt wasn't doing much but occasionally knocking over a house or car.  She
seemed more intent on just looking down from such a height.

 Lisa got as close as she could without causing a commotion but, when you're
300 feet tall, someone's bound to spot you.  Someone on the outskirts of the
development must have notified the police about Lisa as she passed because soon
a spotlight swung in his direction, illuminating her as well.

  Matt noticed her then.

 "Lisa!  Hey!  This is great, isn't it?"

 "You look great."

 "You don't look so bad yourself."

 Lisa blushed, looking down over her expansive body.  She'd forgotten she was
every bit as muscular as Matt was.  She approached her friend--stepping on two
houses and a fire truck to do so--and gave her friend a big, open-mouthed
kiss.  Matt responded eagerly, caressing Lisa's torso and ass with his hands
as she did so.

 "Do you want to go somewhere more private?" Matt asked.

 "Lead the way."

 Matt did, casually clearing a path through the suburban houses and stores.
 They walked back toward the beach, passing the mall as they went.

!@!@!@!@!@!@

 Gloria and Jim, parents of Barry and Lisa, emerged from the mall's movie
theater after having watched "Interview with the Vampire."  Jim had thought
the movie stupid, but Gloria liked it, mostly because of Tom Cruise and
Antonio Banderas.  Now, she wanted to look around in a few shops before
heading for home, but Jim was impatient.

 "You can come back tomorrow," Jim said.  "I'm exhausted."

 Jim was in a crabby mood because he hadn't wanted to go out that night.  Lisa
had talked them into it, convincing them that he wanted to have some time
alone with his friend before they went their separate ways.  Gloria sighed
and followed him to the mall door.

 "There seems to be some sort of commotion out there," said Jim.  Just a
couple of blocks away, the lights of dozens of police cars and fire engines
lit up the night.  Spotlights were flashing against the sky, attempting to
illuminate some sort of building.

 They were outside before they realized it wasn't a building at all.  A stray
beam of light caught the face of

 "Matt!" Gloria screamed.  There, over 300 feet tall, was her daughter's best
friend.  

 Jim looked stunned, and had to lean against a car for support.   "But if
that's Matt, where's..."

 Lisa.  She moved into the lighted area so suddenly that her parents, several
blocks away, hadn't even seen her approaching.  Gloria swooned, falling into
Jim.  But she couldn't take her eyes off of them.

 The giants were talking to each other.  She could have heard them if she
tried, but the blood was rushing through her ears, making a pounding noise
that rivaled the nearby waves.  But she did see them embrace, then kiss,
exploring each other's bodies with their hands.

 Gloria had always suspected that Lisa was slutty.  She hadn't minded at all,
wanting her to tell her in her own time.  "What a way to come out," she
whispered now.  Matt and Lisa joined hands and began walking in their
direction.  Gloria thought they were heading straight for her and Jim, but
they passed by without so much as glancing down.  They only had eyes for each
other.

 She and Jim watched as the giants meandered down the beach, hand-in-hand.  A
roaring sound came from above, behind them, and moments later, two army
helicopters shot by, pursuing her son and his friend.

 She turned to her husband, but he fainted dead away, sprawled out against
the hood of a car.

 Gloria took one last look after the departing figures, then joined him. 


                                                 *END*