Heather’s fingers worked slowly into and out of her sex for a minute while she waited for me to recover. Unfortunately for her, I was beyond spent. Lightheaded to the point of dizziness I could not imagine being able to cum again, maybe ever.

With a frustrated sigh Heather leaned over and rifled through the boxes at the foot of the bed. When she sat back up I noticed a huge red bra dangling from her hand. Repeating her performance from earlier she removed the white and blue bra and began hooking up the new one. “This style is called a plunge,” Heather said. She finished with the hooks and wrestled her massive melons into the bra. My bed was not large, and Heather took up most of it, so she had to move carefully when she spun back around to face me. Her enormous butt finally swung away from my face only to be replaced by equally enormous cleavage. “Can you guess why?” Heather purred proudly.

A foot of cleavage wobbled in my face, confined in an outrageous lacy red brassiere that appeared to be designed for the express purpose of displaying cleavage. On a regular sized girl it would have drawn attention to, at best, a few inches of cleavage. On Heather, it was obscene. The upper portions of the cups were see through and because Heather’s tits were so plump they filled the bottom portion of the cups to capacity and left the upper edges of her dark areola exposed. I wasn’t sure if the bra was called a plunge because of the revealing shape of the cups or because it made you want to plunge in. Yet even Heather’s huge tits failed to rekindle my erection.

Heather reached down to fondle my junk and her lips twitched in disappointment. Nothing was going to bring me back to life for a good while. Part of me wanted to scream at Heather, to rage and fight her. The rest of me was tired. So very, very tired. Heather continued trying, fruitlessly, to coax my erection back to life. I laid motionless, hoping against all odds that she would give up and leave me alone. After a while Heather gave a frustrated sigh and turned her attention back to herself. She growled, “I know you have more to offer, Mikey. I can feel it.” Wet noises accompanied Heather’s fingers flicking back and forth rapidly over her primed pussy. “I want more, Mikey. I deserve more.”

Heather began thrusting her fingers in and out of her dripping snatch, slowly bending closer as she focused on pleasuring herself. Moaning she slumped forward, careless of her heavy tits squashing into my face. The bulk of her body hit the bed next to me, sinking so deeply into the mattress that my body began sliding towards her. Her gigantic mammaries stacked on top of my head with the side of her left boob covering my face. Their combined weight was incredible, it took all of my effort just to turn my head, lifting it was impossible- my neck wasn’t strong enough. I couldn’t breathe. Swollen, bra-clad breast muffled my attempt at shouting and even that sound was drowned out by Heather’s moans.

Desperate for air I pushed upward on the edge of Heather’s fat bust, trying to heft the combined weight of her massive tits off my face. My arm trembling with effort I was rewarded with a brief second of air before her heavy juggs slipped out of my hand and slapped me in the face. The vibrations from Heather’s laughter rumbled through her tits. “Oh my god, you can’t lift my titties can you?” She laughed again only to interrupt herself with another moan. The rhythmic shaking of the bed increased in tempo, Heather was clearly enjoying suffocating me. “Come on, Mikey. Try again, I want to see.” I had no choice but to obey, I was already running out of oxygen. Once again I pushed forcefully on the side of her gigantic boobs and once again I was rewarded with a moment of air before the unwieldy weight of her bosom smacked back down. “Unnnng,” Heather groaned sexually. “You’re so puny.”

The last of my air was quickly running out. I tried again to lift Heather’s colossal breasts and they slid out of my panicked grip. Points of light danced in my vision, I kicked my legs spasmodically, trying to shove myself out from beneath her. Nothing worked.

**

My eyes opened to the sight a glistening brown nipple.

A bright pink tongue teased the exposed nub while a hand kneaded the pliant flesh surrounding it. Heather smiled at me over her turgid teat. “You passed out, Mikey,” she explained. “I only had a little orgasm or I might not have recovered in time to rescue you. Unfortunately for you, I’m still horny.” Rhythmic squelching sounds emanating from between Heather’s legs emphasized her words. For fuck’s sake, I thought, is she insatiable?      

The bed reeked of sex. My own discharge had been overwhelmed by Heather’s musk. The thick aroma clouded my already sluggish thoughts. There was no telling how long I’d been unconscious. My body ached as though I’d run a marathon.

Suddenly Heather’s thick nipple was thrust into my face. “Suck,” she demanded.

The rubbery nub pressed into my lips and I reluctantly opened my mouth to accept it. Salt and the taste of her body filled my mouth with an almost pleasant flavor. The massive jug behind the nipple smooshed into my face as Heather rolled her body towards me. In an instant my entire face was covered in the silken mass of a single one of her tits, an indescribably erotic feeling came over me. I sucked harder, pulling the stiffening nipple towards the back of my mouth. Between my shrinking and Heather’s growth the nipple was the size of a wine cork, and I nearly gagged as it brushed against my uvula. I backed off, raking my teeth over it and was rewarded with a deep moan.

“Unnng,” Heather groaned. “You’re good at that, Mikey.”

In spite of myself I felt thrilled by Heather’s compliment. Maybe if I could keep her happy she would stop shrinking me. I redoubled my efforts, licking and sucking passionately. Heather moaned in approval and didn’t stop me when I reached up cradle her massive orb. Both hands were required to keep her heavy tit from suffocating me while I sucked. Eventually Heather swatted my hands away and straddled me in one smooth motion. Her other breast was pushed into my face and she didn’t have to tell me what to do.

The fresh nipple expanded rapidly; growing from pinkie-sized to thumb-sized in moments. Heather panted above me and drops of moisture sprinkled my thighs in her fluids. The head of my penis bumped into her stomach.

“Mmmmm,” Heather purred. “Looks like someone is ready to go again. You really enjoyed playing with my big titties huh Mikey?”

Please, not again I thought in despair. “Plea-” I started.

Heather’s tit cut me off, smothering my face. “Shhh, don’t talk. Just suck,” she chided.

I tried to speak and my mouth was filled with Heather’s boob so all that came out was, “Mmmgrfrra!”

A huge hand began to pump my shaft as I suffocated under her tit. Every stroke jiggled her boob against my face. The only thing I could see was its swollen curvature when it sloshed away from my eyes. I came in pathetically short order; back arching as my load ejected onto Heather’s belly.

“Yes!” Heather shouted, exultant. “Give everything to me.”

The now-familiar sensation of shrinking ravaged my body, tearing away even the afterglow of orgasm in its ferocity. Heather wailed, hips thrusting into the air as her cum sprayed all over- coating me from abs to thighs in her syrupy fluids. While her release rained down Heather grew. Most noticeably, because they were in my face, her breasts ballooned as though they were attached to a hose. Her entire body glowed with vibrant energy; her dark hair lengthened, her porcelain skin shone as though it had been airbrushed, and the muscles in her abdomen, arms, and legs all became more defined. Her beauty took on an otherworldly, almost inhuman quality.

“Ooooh,” Heather moaned, her voice richer and deeper than it had been moments before. “You really know how to spoil a girl, Mikey. I feel amazing.”

I felt like death. Even the simple act of lifting my head took considerable effort and when I saw the rest of my body I wished I hadn’t looked. I was an emaciated husk, scrawny and weak beyond belief. A starved child was probably stronger than I was now.

I looked up at Heather as she leaned back, colossal tits preventing me from seeing her face. Her hands pried her massive juggs apart so she could stare down at me. She frowned. “Oh, you look like shit.” she said. “I almost forgot I have to cast another spell on you or you’ll die.”

My eyes widened in horror and for once Heather didn’t mock me. “Don’t worry, Mikey.” she said frankly. “I don’t want you dead. Not as long as you do as you’re told anyway. Any more right now and your heart might not be strong enough to keep you alive. So I’m going to help you.”

“You will?” I said incredulously.         

Heather scowled. “Don’t sound so surprised. I’m not a monster, you know.” I begged to differ but I wasn’t about to tell her that. “Anyway, lie there and relax. I’ll take care of the spell,” Heather said before sliding off the bed and rising to her full height. I trembled instinctively at the sight of her massive body towering over me.

While Heather prepared the spell I tried to prop myself up on the bed where it met the wall. Every muscle in my body shook with effort as I struggled to a sitting position. It was too much, and I choked back a sob as I crumpled back to the bed. Heather had taken every ounce of strength in my body. Shutting my eyes against the reality of my situation I bent every particle of my will towards not sobbing like a child.

There was no telling how long I laid like that before a hand nudged my shoulder. “Wake up, Mikey. It’s ready,” she said. I turned to see a set of massive breasts dangling over me. One of those swollen orbs probably had more fat in it then my entire body. “Are you hungry?” Heather asked.

Her straightforward question threw me off-balance. “Huh?” I said.

Heather rolled her eyes. “Are. You. Hungry?” she said each word deliberately as though speaking to an idiot.

“Yes,” I admitted. Now that she had brought it to my attention I realized I was starving.

“Good, because you’re gonna need to eat for this spell,” Heather explained. She picked me up as though I weighed nothing and carried me over to the center of the room where she had already prepared a circle. “Don’t worry, you don’t have to do anything. Sit down,” Heather said as she set me down. With or without her instruction I lacked the strength to stand so I collapsed awkwardly into a sitting position.

Heather sat across from me, crowding the circle with her size, and began a soft chant. I couldn’t make out any of the words but there was a soft, lilting cadence to them that reminded me of  a lullaby. My eyelids grew heavy and had nearly fluttered close when Heather’s hand caught me, preventing me from slumping forward. “I’m ready for you, Mikey,” she said softly.

“Hmm?” I said, blearily blinking my eyes.

“You need to suck on my nipple, like before.” Heather explained.

“I do?” I asked dreamily.

“Yes, Mikey, it’s gonna make you strong.”      

“Okay” I nodded and reached out plaintively towards Heather. She obliged, pulling me to her chest. My nose bumped into her cleavage and I turned my head to the side, using them as a pillow.

“No,” Heather admonished. “Don’t sleep, suck.” Her nipple brushed my mouth and my lips parted for its girth. “That’s it, go on Mikey.” My cheeks deflated as I drew her nipple into my mouth as forcefully as I could manage, a pitiful suck by any measure. “Go on,” Heather encouraged and I repeated the action. Then again. Finally, on the fourth attempt, I was rewarded. Hot, sweet fluid splashed over my tongue and dripped down my throat. Suddenly awake my eyes widened and I started to pull away but Heather’s hand caught the back of my head, forcing me back into her enormous tit. Milk sprayed into my mouth and I had no choice but to swallow or choke on it. After a few mouthfuls Heather pulled my head away and milk dribbled down my chin.

Speechless I looked up at her with awe and confusion. Then I felt it, strength soaked into my body, filling me with the vitality Heather had stolen. I watched in wonder as my exposed ribs knitted over with fresh muscle, my biceps swelled- I was getting bigger!

Every muscle in my body regained size and definition but my excitement stalled. I wasn’t getting any taller, I was only regaining some musculature. Still, it was a drastic improvement and I felt the tears I’d been holding back so long begin to stream down my face. I buried my face in Heather’s chest. “Thank you,” I murmured. “Thank you. Thank you. Thank you.”

When Heather didn’t respond for a long moment I finally looked up and saw deep uncertainty marring her beautiful face. She noticed me looking and her expression hardened. Reaching some unspoken decision Heather pushed me away and stood up. “Don’t get so excited just because I let you suck on my tit,” she said venomously.

“That’s not-” I started.

“Shut up!” Heather boomed. “You’re my toy, I don’t care what you think!” I didn’t understand, what had I done to anger her? Did she regret helping me? That didn’t make any sense either…

Her foot pushed me over. Even with my increased strength I was no match for her size and power. I immediately started to sit back up and she growled, “Stay down.” Unnerved by her sudden mood swing I obeyed without protest.

“My milk will keep you alive through almost anything, Mikey.” Heather said ominously. “Hold out your hand.” I obeyed and Heather immediately snatched my finger and started slowly bending it back. When it got to the point where it couldn’t go back any further, she kept pushing. I screamed in pain. My finger bent and bent until the nail touched the back of my hand. I gaped in shock; my finger wasn’t broken- simply bent horribly out of place. Heather released the digit and it snapped back into place. The pain abated after a few moments. “A baby’s bones are very soft,” Heather explained. “This spell amplifies that quality. Now you’re nearly indestructible, little Mikey.”

I could scarcely comprehend what I was hearing. Soft bones? Indestructible? Certainly not immune to pain if the lingering ache in my finger was any indication. Heather’s milk had turned me into some sort of miniature super hero. Judging by the malicious look in her eyes I suspected it was more for her sake than mine. “Okay Mikey, lets see how much you can really handle,” Heather said and spun around, presenting me with her prodigious backside.

“Wait, Heather don’t!” I yelped.

Too late, Heather’s massive ass came crashing down.