Leaning back in a computer chair beside a lilac-colored plush bedspread, Honda watches as the piles of frill and lace covered clothing slowly disappear into the suitcases on the floor. Her eyes drift to the dark, loose dress hanging from a tall, porcelain skinned, raven-haired woman moving back and forth between the clothing and cases.

The repetitious motions of her pale skin and black clothing appear more like some sort of solemn priestess completing a strange ritual than someone packing to leave she thinks to herself.

Beginning to grow uncomfortable from the silence within the room, she turns towards the other girl and clears her throat roughly before speaking.

“I- I mean… you’re sure you have to go, right Sammy? I mean- this is what you want to do yeah?” Honda stutters over her words attempting to break through the stifled feelings currently overwhelming her.

Laughing, Sammy turns and brushes some of the dark hair out of her face, smiling as she responds. “Yes, I’ve been trying to get into this school forever remember? Plus, it’s only like an hour away, what are you so worried about? Think I’m going to forget about my cute little girlfriend just because I’m one town over?”

Honda pouts, blushing and embarrassed at the teasing comments. “Well, no I mean… Kind of, I guess. What about it! Look, I just wish there was some way I could come with you or something! This is gonna suck so hard! Isn’t there something you could do or like, some way I could come-"

"I’d do anything to just be able to spend the semester with you instead of being stuck here in this shitty town by myself for the next god knows how long!” Slumping over onto the bed, she folds her arms beneath her head leaning from the chair in a dramatically defeated pose.

Feeling the warm presence of Sammy’s soft hand on her shoulder she pulls her head back up, blowing her fluffy unkempt hair out of her mouth as she gazes up towards the taller girl.

“Hmm… some way to take you with me huh? Are you sure you’d do anything…? I guess there is… one thing we could do. Remember that magic stone we used that one time?” The dark-haired girl says smiling a fox eyed grin down towards Honda’s hunched over frame.

“Oh!- Oh yeah! What do you mean though? Are you going to use some kind of weird magic on me or something? How is that going to help? Last time I saw you use it, you turned those creepo guys into little dolls. Wait… what happened to those anyways- are they still around here? They were still creepy even as toys."

"Wait you’re not gonna turn me into a toy or something are you? Ew, no that’s spooky and I’m just gonna end up sitting on a shelf or something!” Honda spouts, sitting up and pushing her clenched fists against her sides as she rapidly begins trying to assume what Sammy might be thinking.

Giggling again, Sammy pats Honda’s head and shushes her before calmly speaking to reassure her. “No- no no. I had something fairly more… intimate in mind. A way I could take you with me and keep you… very, very close to me as much as you want~”

Blushing slightly Sammy gestures a single long painted fingernail towards the pile of underwear laying on the bed still unpacked into the suitcase. Honda blushes as she scans the area taking a moment to figure out what her girlfriend is implying.

“Wa- Oh… Are you saying you could turn me into one a pair of your PANTIES? OH- Woah- ho-ho Ahh- I… uhh- WELL. Uhh.” Honda runs her fingers through her hair glimpsing back and forth between the tall, pale girl’s mischievously grinning face and leaned over form and the pile of delicate, pastel-colored undergarments laying on the bedspread.

“Well, what do you think? You could be right up close to me, possibly all day long… and all night long I guess depending on how long you want me to wear you~ And this way I could easily sneak you around and take you wherever."

"You could even come into the dorms with me or whatever tucked right up under my skirt, and no one would ever be the wiser. I suppose you’d have to deal with everything that comes with that, like being squished under my body and-” Sammy says before being swiftly interrupted by Honda’s excited voice, speaking as she grabs onto the standing girls arm.

Sitting up entirely she looks up at her with stars in her eyes, her face already red with arousal and excitement before she can finish. “Ooooh! Yes! Yes! Do it! Do it now I want to be your undies that’s soooo hot! Oh GOD. You gotta like cover for me or whatever? Alright? Like send some messages for me and stuff I want to go with you tonight so I can be there for your first night.”

“Haha, are you sure? That was a pretty quick reaction. You know what this means right? Your whole body, your entire existence and perception is going to be transmogrified, like you’re literally going to experience being a pair of my underwear. You’re not going to be able to move or anything and I’m not sure exactly what it’s going to be like. I’m not even sure if you’ll be able to really talk or anything so once you’re transformed, you’ll just have to wait until I turn you back…”

“Yeah- yeah, I get it, like the doll guys- transo-whatevered. I get it. Look I’m not THAT dumb. But I’d be really stupid to pass up the chance to be that close to your… soft… warm… places” Honda interjects, looking off dreamily for a moment before shaking her head to finish her thought.

“It’d be crazier not to do it! So, what- I’m sure you’ll take good care of me right? I’ll be having a great time with the best “seat” in the house, I’m sure I’ll be fine~.”

“Heh, I’ll just assume you’re having a good time then until I get a chance to change you back for awhile and talk about it. You’ll just have been a good little pair of panties for me till then, okay?” Sammy says giggling girlishly down towards Honda as she places a hand gently back onto her head.

“I guess I’ll just go ahead and do it now then, yeah? That way I can change into you before I finish packing and head out. I wonder how cute of a pair of underwear you’ll be~”

“Yeah!-Yeah yeah! Let’s do this!” Honda says excitedly, slightly confused on how to act or exactly brace herself as she feels the warm palm settle on her head. Hunching over slightly she clenches her fists and looks up towards the other girl expectantly.

Sammy clutches at the strange, wrapped stone pendant hanging from her neck and closes her eyes, focusing on the task at hand. After a moment an otherworldly light begins to glimmer from within the crystalline piece.

Honda looks up towards it and feels the light filling her vision, with a flash she feels an uncomfortable tingle pass through her skull and echo down across her body. Like an electric shock it causes her to suddenly seize up somewhat, shuffling her feet uncomfortably against the floor.

She watches as Sammy’s body surges up over her, doubling in size as her hand hovers in the distance above like some strange, dark robed Goddess figure. The light fading from the stone sends her mind reeling, dazed as it’s effects course through her.

Sammy’s body continues to grow rapidly over her as it feels like her limbs and frame are melding and melting together. For a moment everything goes black as she looses consciousness entirely.

As she awakens, she’s filled with the strange sensations of the perception gained through her altered form. Looking towards what feels like her limbs, she sees the motionless folds of the strappy waistband and connecting fabric of a pair of striped, pale blue panties.

Unable to move or adjust herself she’s filled with momentary panic, until she focuses her view upwards into the beaming, massive face of Sammy hovering over her.

Swallowing roughly, she watches as the warm, long pillars of her fingers reach out towards her and feels them brush against and underneath her body. Gasping to herself mentally at the sensation she writhes internally as she realizes it’s as if she’s being cradled and pressed by her girlfriend’s dexterous fingertips across the entirety of her body.

Unfolding and pulling the pair of panties out before herself Sammy marvels at the effectiveness of the spell. Before her eyes Honda’s body folded down and merged into a mound of what looked like colored fabric. The strange shape bulged and flexed for a moment before unfurling into a complete and seemingly normal pair of striped, cute, thin strapped underwear.

Making sure to pick up the now transformed form of her lover carefully, she places a light kiss down onto them as she pinches the thin fabric between two fingers of one hand. Using her free hand she reaches under her skirt, pulling the already well-worn panties from her day out of the tight, somewhat moist space between her cheeks.

Giggling to herself that Honda would want to be in such a perverted and somewhat dirty position herself she casually kicks the soiled pair of panties aside and begins to lower the altered girl’s fabric form beneath a raised leg, preparing to pull her girlfriend’s body up between her legs.

Honda watches in awe as Sammy’s now massive looking, soft, thighs move and flex above and around her. Seeing the pair of panties slide down past her and fling off her leg across the floor she shivers in anticipation and excitement, watching the now bare globes of pale flesh of her girlfriend’s normally large ass shift like great structures above her.

Even from this distance she can tell from the matted look of her trimmed pubic hair that the warm, musky odor washing down over her had been built up and just now released from her labors packing and preparing to move throughout the afternoon. Honda’s body, now stretched out beneath her body, quivers as she feels herself gripping and across the giving surface of Sammy’s skin, sliding against and over it as she’s pulled into place.

The naked form of Sammy’s sex surges towards one side of what seems to be her “head” as the dark crevice leading between her bouncing cheeks rushes towards the other, as the full weight of her situation begins to bare down on her. It becomes apparent to Honda that her “face” and head is mostly comprising the area forming the strap connecting both sides of the waistband.

She was always fond of the view of Sammy’s underside coming down onto her face, and the experience of her plush mound and cute little butthole pushing onto her mouth and nose. But this time the sheer size and level of control the larger girl had over her was almost intimidating.

Honda feels her body pulled, her limbs pressed and twisted, painlessly, but contorted within the folds of the fabric material. As her face is pulled tightly into the space directly within the gap of Sammy’s ample thighs.

She watches as the world around her outside of the space fades, Sammy’s dark skirt falling back into place and blocking it from view like a curtain, dimming the space and leaving her with only the view of her sensual folds and the slightly slick surface of the now exposed space between her cheeks.

The smell, heat, and presence of her body at this distance and in this form overtakes her mind and her senses, feeling the moisture flowing from her, the light layer of sweat across her thighs, sex and ass settling onto and penetrating into her very body as it settles into the fabric of the panties.

All around her the sight and scent of the gigantic, deity like body assaults her perception, as she feels her even casual motions stretching and pushing against her very form. Before she can settle herself, she’s pulled tightly upwards.

The upper part of her face pushes its way between the slick cheeks and being pushed against the twitching, greasy surface of Sammy’s asshole as her mouth and the lower part of her face bend and shift into and against the delicate rise of her pussy.

The effect is intoxicating. Honda’s mind and body swims in the heat, and crushing pressure folding, pushing, and pulling against and over her entire frame. Every breath she takes is filled with the deep, musky scent trapped between her legs and the faint odor of her floral perfume washing down over her.

Her mouth pressed firmly against her womanhood is continually flexed, moved, and rubbed against the slickening surface, coating her lips and tongue in the flavor of Sammy’s perspiration and rapidly growing presence of her arousal. Honda finds herself in absolute bliss, unable to even tell and far from caring where she is, or what’s going on outside of the fleshy prison surrounding her and pushing down onto her.

Meanwhile Sammy shivers at the sensation of pulling another girl’s transformed form up between her legs, and runs a finger over he tight, well fitting pair of underwear as she poses in the mirror briefly. Blushing to herself she laughs as she realizes she’s growing pretty excited herself just at the situation.

Knowing the normally familiar feeling of the fabric touching her sensitive areas is actually the body of her transmogrified little lover fills her with a strange feeling of power and brings an intimate experience she’s never had before.

Fighting back the distracting thoughts of what she’d like to do with this newfound sensation she forces herself to finish packing her things. Gathering her bags she takes them down to the car, taking a moment to say goodbye to her family before heading out.

“Alright, see ya mom, dad- I’ll let you know when I get settled in alright?” Honda can hear Sammy say, slightly muffled in the dim space between her thighs as she feels herself pulled tight between her cheeks again. Bending over to pick up the last bag Sammy stands up to give her approaching mother and father a hug.

“Hey, be careful now alright? And- wait wasn’t Honda here with you? She isn’t here to say goodbye too- I thought you two were practically inseparable?”

Blushing slightly at the comment Sammy quickly answers back, remembering she still has to cover for Honda and come up with an explanation for her sudden disappearance to both sets of parents as well.

“Oh- hah yeah she’s already in the car actually. Turns out it’s cool to have someone stay over for a few days at the dorms as long as you check them in properly and they’re cool with very uhh- limited sleeping accommodations.”

Her parents narrow their eyes at her slightly confused for a moment before sighing and not questioning much further. “Ah- alright whatever that’s fine. Make sure she tells her mother where she’s gone so she doesn’t worry and don’t get TOO distracted from your studies alright?”

After a brief exchange and more hugs Sammy heads out into the cold night air to shove the final bag into the back of the car and settle into the vehicle itself. Sitting down roughly she blushes again realizing that Honda’s little body is being pressed down onto the seat beneath her.

“Oops- hehe sorry about that- I’ll have to get used to uhh… having you down there, my little panty girl.” She says teasingly looking down towards her own skirt as she starts the car.

Honda feels the air change around her and hears the noise of the car beyond the closed view she has tucked deep between Sammy’s cheeks. Suddenly the gravity around her shifts and she feels her back slammed against the leather seat.

The fabric of her body is pulled taut completely as Sammy’s massive ass crashes down, shoving her nose against the warm, scented folds of her asshole and rubbing it against her face as she slides into place in the car.

Hearing her teasing comments echo down from beyond the dim light of the space beneath her skirt and the vehicle start she grimaces, trying to lick against or somehow move herself across the supple flesh of the huge folds covering it to signal her of her uncomfortable position.

However, she finds herself unable to and remains tightly bound against the wet skin as the vehicle begins to move. Her mind races as she begins to realize it’s going to be quite a long ride and she may have underestimated the weight, pressure, and long-term breathing effects of this journey before agreeing.

Struggling against the tight hold of Sammy’s shifting thighs stretching the waistband, she finds that it’s impossible to move and writhes helplessly as it feels like her limbs are being pulled around her huge body.

Her face forced into the tight space between her cheeks, and her mouth pressed against her pussy, the fabric of the panties begin to become saturated with the massive girl’s presence. The moisture flowing from her slowly slickening womanhood soaks over and throughout Honda’s mouth and chin, making it feel difficult to breathe as it’s like it’s filling her mouth and being swallowed down her throat.

Meanwhile the musky flesh of her asshole twitches against and over her nose, pressing over and covering it, forcing her to inhale deeply of the earthy scent flowing from it and the deeper, less pleasant smells flowing from within Sammy’s digestive tract.

However even in her state of growing panic Honda finds herself completely overtaken by the sheer arousal of the situation at hand, knowing her entire body is wedged between her girlfriend’s legs as her perfect, beautiful body shifts and moves in the car seat heading towards her new home.

Knowing she’s going with her and going to be with her in the coming weeks, tightly pressed against her like this- was enough to make the difficulty of breathing the thick air of her womanly musk more than bearable.

Although somewhat uncomfortable it was almost kind of… pleasant, safe- and familiar, warm- and intimate. In a strange way Honda almost felt like she was where she needed to be, transformed into a pair of her goddess-like girlfriend's panties.

As the vibration of the engine and crushing presence of her girlfriend’s body bearing down on her continued, Honda found she was enjoying even the awkward moments more than she had expected. Overwhelmed with pleasure as Sammy’s very presence penetrated and soaked into her body while she began to sweat upon the car seat. 

Unsure of what was an effect of the strange, magical transformation and what was her own thoughts anymore, she gives in to the pleasure and begins to mindlessly lap at the surface of Sammy’s womanhood. As the drive continues, she huffs the hot, thickly scented air between Sammy’s cheeks in deep breaths in order to continue sucking in enough oxygen to fuel her altered state and semblance of motion.

While driving Sammy swears she feels a tickling or rubbing sensation between her legs, and grins as she realizes that little Honda must be doing her best to get her attention, or try to please her in her inanimate form down there. The effect isn’t lost on her, as suddenly a wave of pleasure washes through her body while both her areas are stimulated at the same time, as if the panties themselves were equipped with a subtle, but noticeable vibrator function of some kind. 

Giggling out loud to herself in the empty vehicle she looks around at the mostly vacant highway ahead of and nearby her and turns the music up slightly. Sliding one hand down between her legs as she grips the steering wheel with the other tightly, she pushes her fingertips beneath her skirt and begins rubbing at herself through the thin surface of the panties. 

“Well, well- it looks like you’re more than JUST sentient panties now, isn’t that something? I can feel you down there trying you know~ It feels pretty good! Don’t stop now little one, I like it. Be good for me and keep that up, you might just be the best pair of underwear and the best girlfriend ever, you know that? Be careful or I might just decide I like you this way you know, then you’d have to pleasure me like this all the time, wouldn’t that be just awful~” 

Sammy says teasingly as her fingers rub over and against the thin fabric of Honda’s body, pushing into her and caressing what feels like her naked flesh. As she finishes her caress, the long pillars of her digits deftly slide under the waistband of the fabric to run over the wet surface of her own lower lips. They quickly push their way inside to assist the pleasurable sensations caused by her transformed lover.

Watching the massive fingers slide into view and crash against and over her mouth, rubbing into and around her tongue as they push their way into Sammy’s huge pussy while she begins to pleasure herself is an awe-inspiring sight to behold from the point of view of her tightly pulled thong. For a moment the cold air rushes over Honda’s now mostly soaked face, stinging slightly before she’s snapped back into place as the hand begins to do its work. 

She realizes that her task isn’t done and begins sniffing and rubbing herself against Sammy’s tight rim with renewed vigor, trying her best to stimulate her. The surface of the panties slides and shifts against the pale girl’s slick flesh causing a continual rubbing sensation across her ass and pussy. Sammy moans, alone to herself over the sound of the engine and the music playing through the radio, blushing at the realization of the sound she giggles and does her best to focus on driving while continuing to pleasure herself.

Beneath her body, pressed under her ass against the seat, the heat and atmosphere around Honda’s fabric form becomes sweltering. Sammy’s ass and pussy, and the entirety of her midsection and lower back had begun to sweat profusely during the early part of the drive. Now that her massive body had become excited though, the fabric of her panties had become sticky and wet with the mixture of fluids flowing from her flesh and between her legs. 

Struggling to breathe through the thickening air, Honda huffs desperately at the slick surface of Sammy’s asshole as it presses down harder onto the mass of panty fabric clutched between her plump cheeks, sucking in deep breaths of the musky scent coming from the musky flesh around her. As Sammy’s fingers continue to stroke and move across her sex and into herself, her arousal runs down across the front of the panties and soaks the area beneath her. Honda is forced to swallow mouthfuls of her girlfriend’s sexual fluids, feeling the warm substance run throughout her fabric body as it saturates her, the aromatic liquid clinging to her and filling her. 

The distance covered by the drive begins to pass quickly, and both girls loose track of time almost entirely, Sammy pleasuring herself to climax as Honda does her best to survive the sweltering area beneath her dripping pussy and increasingly sweaty and suffocating musky tight space between her ass cheeks. The entire experience becomes a blur for Honda, the sea of heavy, moving flesh of her girlfriend’s rear end and womanhood crushing down onto her as she’s unable to even resist or persist. 

Sammy was right and she seemed unable to feel any real “pain” of any kind, but the overwhelming nature of the sensations she was experiencing would be impossible for her to explain. Her entire body, her entire being, and entire world- everything she could perceive, feel, taste and smell was dominated entirely by the earthy and sweet odors, flavors, and soft sensation of the pale girl’s massive backside and the eagerly shifting mound of her sex. As the movement of the larger girl continues, and the rumbling sensation of the moving vehicle rumbles on, the overall experience becomes too much for Honda, and she feels her mind slipping away. 

The suffocating atmosphere, heat, and arousal overstimulating her perception to the point where she feels herself loosing consciousness. The last thing she sees before everything goes dark is Sammy’s thighs closing in and ass pressing down heavily against her, shuddering as she brings herself to an orgasm and saturates the surface of the panties with her fluids. Honda’s mouth is filled, her nose covered with the gushing motions of her sex, and as she tries to fight against the feeling of falling unconscious, the odd motion of almost being drowned by the rush of fluids seems to push her over the edge. Everything goes dark as the world of soft flesh covering her quivers around her.

Driving towards the exit leading to the college campus, Sammy realizes the time, pulling her wet fingers out of herself and blushing as she wipes them on a towel sitting among her things in the passenger seat. Shifting herself on the seat cushion she grins, flexing her ass against the seat and patting at the front of her panties before putting both hands back on the wheel to take the upcoming turn. 

“Phew~ Now THAT was pretty fun, don’t you think little panty pet? Hmm?...” Sammy waits a few moments for some form of communication from the underwear, a sign from Honda of her affection or appreciation for the fun time, but after a minute or so notices that the panties appear to have gone dormant. 

“Awh, did you get all tuckered out from that and fall asleep? Pft- figures. I should have known, sexy time always makes you all sleepy. Well, I guess let’s just get there and get ourselves settled then, shall we?”

Laughing when she realizes she’s basically just talking to herself, Sammy blushes again and turns up the radio, taking the rest of the drive quickly and getting past the front gate to the school campus and finding herself the appropriate parking. Humming to herself, without the sensations of Honda moving and shifting beneath her, she actually begins to forget about her transformed girlfriend for a while, focusing on the task at hand of meeting with the admissions office and moving her things into her new dorm room. 

The familiar sensation of a slightly soiled pair of panties clinging to the inside of her sweaty ass cheeks and against the surface of her sex as she walks about and bends over lifting her bags and suitcases, and talks to the various staff, just becomes a normal feeling after a few minutes. By the time she gets all of her things moved from the car and up to the 3rd story dorm room she’d been assigned, more than an hour or two had passed since Honda had lost consciousness. 

Soaked in a thin layer of sweat, and feeling exhausted, Sammy stands in the dorm room filled with her partially unpacked bags and looms dizzily over her already made bed considering just passing out for the night. Deciding it would be best to take advantage of the room’s built-in bathroom and catch a shower at least though, she begins shuffling towards it in the dim glow of the desk lamp and laptop screen. Pulling off her clothing she drops it across the desk chair and the floor outside of the bathroom, letting her shirt and skirt fall before tugging off her panties and kicking them off her foot. Honda’s transformed fabric form flies across the room and flops under the bed sitting across from Sammy’s. 

At this point, Honda’s magically enchanted presence had been long forgotten about in the rush to get things settled into the room, and Sammy steps into the rushing, hot water of the shower relieving the stress of her last few days of preparations to get into the prestigious school. Breathing a sigh of relief that she had finally made it, she quickly washes herself before walking back into the room and putting on a fresh pair of underwear and bra. 

Stretching herself she looks out the window towards the campus feeling a bit of excitement for her soon to begin school year, before shutting off the desk light and flopping herself into the bed. Grabbing her pillow, she can’t help but think she’s forgetting something, but shakes her head realizing she can just figure it out in the morning and it’s probably best to get some sleep before the big day tomorrow.

Honda dreams a strange vision of a swirling vortex, mixed with intermittent scenes of the experience she just had. A crushing pressure still feels like it’s bearing down on her throughout, as the essence and presence of her girlfriend’s huge ass and excited pussy are still fresh on her mind. Her hazy dream a smattering of images and a replay of the lewd motions and close ups of the body pressing down on her. Other than that, though she only sees and feels darkness, a strange absence of her body, now only the oddly familiar sensations of this fabric stretched form, almost an amorphous mass. 

Soon enough morning comes, and Sammy is awoken by the sound of her second alarm going off. Jumping out of the bed in shock she glances quickly around the room panicking about possibly being late to her class orientation and first meetings with her teachers. In disbelief that she overslept more than she would have liked to already she quickly gets dressed, grabbing her bag, and rushes out of the room. 

In her fervor, whatever glimpse of a chance she had at remembering the forsaken form of her soiled panties from last night, the body of her girlfriend, far across the room under her roommate’s bed- was lost. Honda sat forgotten, collecting dust in the dim space under the unclaimed bed as Sammy absentmindedly made her way out of the room and towards the first day of her college attendance. For most of the early morning Honda’s panty form simply sat undisturbed in the empty room while the day wore on, still unconscious she was yet unbothered by the predicament and still unaware, floating in the strange, dreamy haze of arousal fueled visions.

Around noon however, the door to the room was flung open by an unexpected newcomer. Sammy’s dorm partner had arrived late, just making it to the campus in time to begin their admissions progress around the time she was waking up. After making her own way across the school she stood panting in the doorway, exhausted from the flights of stairs, and dealing with the staff on her way to the room. Grumbling to herself, Layla brushes a long strand of brown hair out of her face, and huffs to herself looking at the fancy girly things laid across one side of the room. 

Setting her own box of belongings and bag down roughly on her apparent empty bed and her own side of the room, the athletically built girl paces about the area for a moment getting a good view of the full space. Feeling satisfied with the room, she leans over peeking at the books and laptop left open on the desk space of her roommate and laughs as she sees the name, mumbling to herself. 

“Oh- HAH- it’s Sammy, what are the odds, I haven’t seen her since like middle school. What’s she doing here? Must have gotten in on some nerd scholarship thing… Wonder if she’s still as much of a secret slut as she used to be~” 

She says lifting the framed picture of her childhood friend from the desk as she chuckles at the view of her older self. 

“Ew- what’s this? Some kind of… is that her GIRLFRIEND? NO WAY?! It’s HONDA- that LOSER? Are you serious?” Layla begins to walk about the room, her sock covered feet slamming into the ground as she grips the frame in her hand taking a closer look. “It really is, fuckin E-Honda herself. Wow, she really lost weight, but still- no fuckin way I don’t even believe this loser is DATING a total babe like Sam. Unbelievable.” 

Putting the picture back in it’s place roughly the long haired, athletic brunette crosses her arms, her freckled face and shining green eyes turning into a harsh grimace. 

“Well, I’ll just have to do something about that, won’t I.” 

Sighing to herself with a new plan in mind for her spare time while going to the school, Layla takes another look around the room. Realizing she’s already late for the day and she’ll have to do orientation and stuff starting tomorrow she decides to take it upon herself to go about decorating the room a bit. Knowing Sammy well enough from growing up together, she knows she won’t mind and thinks it will be a nice surprise if she cleans up a bit and sets up her own things, making it a bit easier for Sam to shuffle her things around later. 

It will be even better when she finishes it all off by going out and getting them some tasty snacks to eat together later to have ready for her when she gets out of class as well, she thinks to herself smirking as she begins to pick up the few pieces of dirty laundry the other girl had already left on the floor the night before. 

“I need to do some laundry anyways, I guess I’ll just take care of these too, I’m sure she’ll appreciate it… Hey what are... these…” 

Layla’s eyes slowly settle on the colorful striped pair of panties peeking out from beneath the bed on her side of the room. 

“Oho- what’s this? Did she just… did she leave these panties here for me? Awh and they’re so cute too…” 

Her toned fingers clasp onto the fabric form of Honda’s body and hoist it into the air before her face, holding it there before looking around herself and taking a brief sniff of the underwear in her hands. 

“Oooh… it still smells like her too… well, I guess I’ll make sure to take good care of these too- I’m sure she won’t mind if I just borrow them for a little while…” 

Giggling, Layla takes the armful of Sammy’s clothing, shoving the pair of panties into her own bag of laundry with a smile and makes her way quickly to the campus laundry room. Luckily for Honda, she stays unconscious for the duration of the wash and drying cycle as Layla plays with her phone, paying little attention to any signs of oddities in the clothing she’d collected. 

After finishing the laundry, she makes her way with Honda’s now cleaned panty form in tow back towards the room, stopping at the cafeteria to buy a bag full of snacks that she and Sammy used to eat together after school when hanging out. Smirking to herself, she arrives back to the room, throwing the clean laundry bag onto her bed and folding Sam’s clothing for her before laying it out onto her bed for her. Looking at her pile of prized snacks on the desk she stands triumphantly, taking a moment she gazes over towards her now cleaned laundry and decides it’d probably be best to change out of her traveling clothes. 

Looking through the bag of clothing she decides on a cute, tight dark pair of running shorts and a tank top, trying to look casual and remembering the sporty impression she probably left on Sammy when they had spent time together before. However, digging a bit further, she blushes as she pulls out the coup de grace, holding between her fingers the soft, giving surface of the striped pair of panties she found left beneath her bed and smiling towards it. Layla blushes to herself, thinking about how lewd it’s going to be as she sits and talks with Sammy later while she’s wearing this pair of panties without her even knowing. 

Just thinking about it she feels herself starting to become a bit excited, even more so when she remembers the smug face of that idiot Honda in the picture on the desk, her face becoming a deeper shade of red and her eyes narrowing. Having been enemies since they were kids and always having a long-time rivalry with each other in sports, academics, and other things around town. Layla couldn’t wait to make her competition suffer in any way she could, and as far as she was concerned, the only way Sammy was going to get this pair of panties back from her now- was to take them off her body herself. 

Honestly not caring how that would make Honda feel at all, she saunters towards the bathroom, setting the pile of fresh clothing down on the toilet as she strips off her own slightly sweaty jeans, t-shirt and socks.

Honda awakens with a start, light flooding into her eyes from the open bay window of the dorm room above the desks. Disoriented for a moment still trapped in the strange panty shaped fabric form, it takes a moment to align her view and perception to the sights and area around herself. The vague feeling of being held in the air or floating overwhelms her senses for a moment as her “eyes” adjust, and a massive figure comes into view. 

For a moment excitement takes hold as Honda remembers her position, taking a second to blink as arousal fills her expecting to see the smiling face of her girlfriend Sammy staring back at her. However, the sight that greets her sends her mind reeling and threatens to throw her psyche into shock. As she’s moved through the air, casually hung at the person’s side, and carried towards the other room she struggles to vocalize the horror going through her mind, to shout out or cry in dismay but finds she’s still unable to do such things in this form. 

Before her gaze stands the towering form of Layla, her childhood bully and greatest assailant, the cause of years of suffering of her life. And possibly even worse yet, and as Honda is unfortunate enough to know- Samantha’s ex-girlfriend. Honda hated Layla with a passion, after years of being beat, bullied, name called and shamed by her in public and at school- to see her like this, now standing naked and confident looking above her. This was too much, Honda felt herself becoming overwhelmed and dizzy, fighting to deny the reality of the situation before her.

Before Honda could disassociate too heavily reality came rushing back as Layla’s muscular body leans to reach down towards her. Trying again to scream Honda only manages to shudder the surface of the fabric slightly, however the large brunette doesn’t notice. Looking upwards Honda sees the pert curves of her freckled ass, and the small crop of hair settled over the toned mound of her sex hovering over her position. 

The musky aroma of Layla’s athletic body washes over her, assaulting her senses with it’s spiced and sweaty scent. 

“Oh god, she hasn’t even showered- what the fuck- what is going on, where am I?! Where is Sammy?! What’s going on? Why is- IS LAYLA HER ROOMATE- OH GOD NO. WHY IS THIS HAPPENING?!” 

Honda screams frantically, internally to herself as she feels herself lifted by Laylas fingers, the huge girl smirking down towards the striped panties in her fingers as she casually begins to stretch the leg holes and waist band out and lifts her leg to step into them. The sweaty underside of her foot rubs across Honda’s fabric form and the heavy scent of her foot odor washes through her senses causing her to cough. Nearer to her womanhood now as she’s lifted and Layla’s legs spread apart as she raises one to step into the panties, Honda is given a full view and preview of her fate. 

The brown-haired girl’s pussy and ass are spread wide above her for a moment, breathing a hot rush of sweaty, trapped air from her travels down over her. Bits of hair and a few droplets of acidic and salty sweat spatter down onto her form, stinging her eyes and nose as the pungent odor of Layla’s unwashed ass and sex spread through the air. To her horror, she hears the booming voice of the other girl cut through the silence around her, seemingly talking down towards her panty form, teasingly. 

“Well, well, look at that, you’re just the right size- I guess despite her being thicker than me in some ways Sammy and I still wear the same size, huh? Aren’t you lucky little panties you get to spend some time with me for a while. Hope you don’t mind the sweat and the smell, I don’t keep myself quite as nice as miss prissy princess there- You’re just going to have to get used to it, I guess. I don’t intend on giving you back any time soon. Unless Sammy decides to pull my pants down and take you off me herself!” 

Giggling at her own silly comments, and overall scheme Layla finishes pushing her foot through the leg hole of the panties and lets them drop to the ground. Honda lands with a soft thud atop her other foot and is forced to taste and smell the underside of her sole and toes as they force their way across and over her fabric body, pushing their way into and over her mouth to find their place in the second leg opening. Watching in a panic and unsure of what to do, Honda stares upwards at the shifting mound of Layla’s already glistening sex and the tight globes of her athletic ass cheeks as they flex, occasionally exposing the sweaty and unshaved rim of her anus far above. 

Her huge body leans down grabbing the waistband portion of Honda’s form roughly and pinching it between her fingers, and the panty trapped girl feels herself being pulled up the somewhat moist, muscular legs of the tanned and freckled girl. Trying to scream, to pull away or escape somehow seems futile, as Honda is unable to even move, and she watches the sweaty ass and sticky flesh of her childhood bully’s pussy rush towards her face as she’s pulled up towards it, hearing Layla’s laughter echo through the bathroom around them. 

She tries to scream for Sammy to save her, mixed with pleas for her to forgive her, as even as she looks on in horror as she’s forced into the tight, slickened space between Layla’s thighs- she feels herself again becoming overwhelmed with arousal as she stares at the athletic girls shifting cheeks and spreading wet lips. The brown hair cresting her pussy rubs against the fabric as the waistband is pulled into place and she feels her mouth pressing up against the moist surface of Layla’s sex. 

She tries her best to seal her own mouth shut, to resist but is unable to, having little to no control of such functions in this form, and quickly feels the sweat, heat and odor of Layla’s pussy begin to seep into and through her, feeling it on her tongue and in her mouth. The freckled masses of her cheeks part like a toned gateway, as Honda’s eyes and nose are shoved directly into the superheated and greasy space, wet with her gathered sweat and the rancid scents flowing from within her body. 

Her unshaved asshole is far muskier and strongly scented than Sammy’s perfumed backside, and Honda’s eyes burn as her nostrils fill with the perverse and offensive mixture of scents and moisture. Honda begins to internally sob to herself as she feels herself pulled even more tightly against the muscular girl’s body, her face wedged tightly up against her sex, and her nose shoved into the flexing wrinkled mass of her asshole as she lets the waistband snap loudly against her toned stomach and hips. 

“Ah- there we go. Much better~ Now to get things ready for when Sammy gets back.” 

Layla says to herself as she pulls her shorts and tank top on and walks back out into the main portion of the dorm room. Feeling a strange sensation as if the panties are gripping or shifting on her weird, she takes a moment to adjust herself, shoving her fingers down against their surface and pulling at the waistband till they’re in a more comfortable position tightly held in place against her. Satisfied she slaps at her own ass, staring at herself in the room’s mirror for a moment and appreciating her well built form for a moment before clearing her throat and throwing herself down into a chair trying her best to look busy on her phone for a few minutes. 

Beneath the weight of her ass, pressed up against the pulsing, stinking form of her anus, Honda looks around the cramped and dimly lit space. Her mind reels with the possibilities of what could have happened for things to have ended up this way, for her to have ended up here- in this position but finds herself unable to reason or comprehend the situation even. 

Emotionally overwhelmed she fights against the strange urge filling her body, an almost non-compulsory sort of need to stroke, sniff, and taste the flesh and fluids running across and through her fabric body. Against her better judgement she finds herself wanting so badly to suck at the sweat soaked and sexual fluid coated lips of Layla’s sex pressing against her mouth, and although she tries her best not to, she’s sucking in deep breaths of the dirty scented fog trapped within the space between her ass cheeks. 

Her vision blurs and contorts as she tries her best to keep a hold of her cognizance, feeling more and more of the huge girl’s essence flowing into her body and inhaling her aroma with no reprieve. After what feels like hours however, a familiar voice can be heard in the distance as the door opens and somewhat steps into the room. A glimmer of hope flashes through Honda’s mind, although she’s not sure how she can possibly get her girlfriend’s attention trapped deep in the confines of her worst enemies running shorts as she is now. 

“Woah- La- Layla?! Is that really you? Oh- my- god! Are you really my roommate?!” Sammy says as she enters the room and is surprised to see her old friend sitting at the desk posing triumphantly. 

“Sure am- looks like they really know how to pick em around here, huh?” Layla says laughing as she stands up to greet Sammy, walking over she grasps the pale, dark haired girl in a rough embrace and the two hug for a moment before stepping away from one another to speak. 

“Wow- I can’t believe it. What luck, we can have so much fun together here!” Sammy says giggling as she sets her things down on her bed and clasps her hands together excitedly as she turns back towards the other girl. Layla laughs for a moment as well, gesturing towards the bag of snacks already laying on the desk. 

“Hell yeah, check it out, I knew you were gonna be back soon so I went ahead and got some of our favorite snacks together- it can be just like old after school snack timeeee!” Clapping her hands together Layla laughs, slamming back down onto her desk chair and spinning around before turning back to face Sammy. 

“And by the way, may I say, you’re looking as beautiful as ever, look at you Ms. Serious school girl over here~” Layla says teasingly towards her as she offers her a drink. 

“Oh, pfft, whatever, you’re just saying that. You’re looking good yourself too anyways you know, Ms. Award winning athlete~” Sammy says laughing as she takes the drink, smirking towards her as she sits down as well. 

Honda feels the rough impact of Layla’s butt slamming down into the chair reverberate through her body and has little time to react as her nose is pressed tightly up against the surface of her asshole again. She feels herself becoming enraged as she listens to the two massive girls flirtatiously speak back and forth above her, Layla’s increasingly slickening sex beginning to seep a thin layer of sexual fluids across her mouth as her giant captor begins to become aroused. 

“Sammy! Holy shit! Are you seriously falling for this stupid bitch’s bullshit right now! OH- MY GOD! WHAT ABOUT ME?! Does she even REMEMBER ME?! Ah- GOD. I’ve got to think- what can I even do… I guess if it was just Sammy here on her own right now, she probably wouldn’t even call me or anything till she got completely settled- like later on tonight, or tomorrow maybe. Oh jesus, but- what if she doesn’t remember- no she has to- I have to believe that she’ll figure it out somehow, I have to have hope. God, I fucking hate this though, why did it have to be Layla- of all people fucking Layla of all people- am I really going to have to sit here all night just listening to her flirt with my girlfriend while I’m forced to smell her dirty asshole and basically fucking drown in her dripping fluids over here?! SAMMY! SAMMY PLEASEEE!!” 

Honda shivers in the dark space beneath Layla on the chair, crying out in a silent futile way towards her girlfriend only sitting a few feet away. Sammy chats happily with her old friend and new roommate, catching up as they eat snacks, but still can’t shake the feeling that she’d forgotten something this morning. 

After a half hour or so she leans back in her chair, laughing at a joke Layla made and her hand presses down against the laundry on the bed, looking back at it casually her eyes suddenly narrow. Her mind goes into shock, racing as she realizes what she had forgotten, and she finds herself staring at the clothing unsure of what to say as Layla waits for her response to a comment she just made. 

“I- uh- uh- I- Wow, I had completely forgotten-“ Sammy manages to stammer out as she looks up towards Layla’s smiling face, the freckled girl quickly interrupts her, pointing towards the clothes. 

“Oh that? Don’t worry about it, I saw you had some dirty laundry when I came in, so I just went ahead and took care of it when I went and did mine, no big deal. That’s what friends are for, right?” She says with a playful slap on Sammy’s thigh as she takes another swig of her drink. 

Sammy tries her best to keep her composure, searching through the stack for the pair of magically transformed panties, for Honda, and not seeing them. Realizing it’s going to seem weird if she’s too interrogative about them she searches her mind for the best way to approach the situation without seeming weird or suspicious to her newly reconnected friend. 

“Oh- uhh… hey- you didn’t happen to find a pair of panties in here too, some striped ones? I think I was wearing those too?” She tries to approach the subject without drawing too much attention and just asks Layla casually about the “missing clothing” the most natural way she can think of. 

Layla avoids her gaze for a moment, feeling the moistening fabric grasped between her cheeks and pressed under the slick surface of her sex against the chair. Feeling a devilish sense of mischief welling up within herself, she turns to face Sammy smirking and runs a hand over her hip. 

“Oh yeah, those? I can see why you’d be concerned, they’re pretty comfortable~” Layla says teasingly, posing like an underwear model in her chair in front of Sammy. The pale girl’s face is frozen in shock for a moment, a heavy blush pierces through her stunned expression for a moment as she realizes she needs to keep her cool, trying to react as casually as possible. 

“Oh- HAH, damnit are you serious, come on! That’s one of my favorite pairs!” She says trying to laugh as she looks up and down Layla’s muscular freckled body and sees the brightly colored waistband of the panties peeking out from her shorts. Sammy feels her heart sink as she realizes that she had forgotten about Honda, and now for at least the last hour or two she had been being worn by Layla, right in front of her. 

“I hope you don’t mind, I figured you wouldn’t, just like old times, right? Remember how we used to always borrow clothing from each other? Look, they even still fit perfectly!” Layla laughs, standing up and gesturing her ass towards Sammy, pulling her shorts down enough to see the top portion of the panties stretched tightly across them and swallowed deep between her sweaty, toned cheeks. 

Before Sammy can react, she finishes her motion with a loud slap across her own ass, continuing to laugh as she slams back into her seat. For a moment as the light fills the dim space, Honda is able to perceive outside of the shorts while they’re pulled down and looks directly into the worried looking face of Sammy as she stares at Layla’s panty covered ass. Then, just as quickly as the glimpse of her possible savior appears, it’s covered by the shorts again and she feels herself falling back down, smashed beneath the weight of the musky, compressing flesh of Layla’s backside and womanhood once more. 

“What do you think, looks pretty good on me huh? Well, probably not as cute as they do on you though…” Layla finishes before taking another bite of her snack, giggling. 

“Oh- uh- haha, yeah, they look great on you. Just, ya know, try to actually ASK next time before you take my stuff jeeze. I… guess you can just borrow them for now, just make sure not to loose them and give them back tomorrow, OKAY? Promise?” Sammy says as confidently as she can, trying to keep her cool, her voice wavering a bit out of concern for Honda at the end of her statement. 

“What? It’s just underwear- I mean, yeah sure, okay. I promise? Jeeze, you don’t have to be weird about it. Anyways, I got some other stuff for us to do as well alongside these snacks you know. You remember- THESE?!” Layla reaches down beside the desk and pulls out a small stack of video cases, tossing them at Sammy’s desk beside her laptop. 

“Oh man, Witch Fight, seriously? You even got all the sequels, we didn’t even have part 7 when we watched them before.” Sammy laughs as she looks at the nostalgic pile of magical battle girl anime blu-rays, feeling a bit relieved as she realizes at least she can probably keep Layla around the room for the night and doesn’t have to worry about her going far. 

As the two begin to chatter with each other about the old series and Layla suggests popping in one of the discs to watch while they eat, Sammy eventually takes a moment to lean behind her. Doing her best during the loud intro music of the video beginning to whisper as quietly as she can towards Layla’s backside. 

“I’m so sorry babe, you’re going to have to just deal with this for now- I- I’ll figure out some way to get you back later, just uhh… Just hang tight for now- It’ll be okay I promise!” She says quickly before Layla turns around looking at her oddly leaning over her ass. 

“Woah, hey, Sammy if you want to check out my butt that bad you could just ask you know~” Layla says standing to her full height before the dark haired girl and pushing her ass back towards her, smirking in the light of the screen. 

“I-I wasn’t- well-“ Sammy realizes there isn’t much she can say that isn’t going to make her sound even weirder if she doesn’t just play it off now. “Well, maybe if it wasn’t so in my face, I wouldn’t be so distracted by it, huh?” She says laughing casually and slapping Layla’s ass as she pushes her back into her seat, out of the way of the TV. 

“Now come on, sit down we have like 5 hours of Witch Fight to watch!” She follows up the surprised looking Layla’s rough landing in the chair with a cheerfully loud announcement. 

Layla seems to buy it, smiling and shoving another handful of snacks into her mouth and sitting cross legged in her chair as she happily stares at the television screen. Sammy nervously glances towards her crotch here and there, trying her best to sense anything from Honda, but eventually finds herself distracted by the events on the screen, after all she hadn’t actually seen Witch Fight 5 yet. 

Deep beneath Layla’s body, in the steamy depths of her running shorts, Honda felt her body stretched to its limits. Layla’s toned thighs and ass sitting cross legged pulled the fabric of her body tightly against her dripping sex and she felt the fluids making their way into her mouth no matter how she tried to resist. As the huge girl began to get more and more excited by the events on the screen, she began to have to swallow the signs of her arousal as it flowed from between her lower lips and spilled out onto her fabric face and mouth. 

The fabric making up her eyes and nose were now pulled tightly into the crevice between her cheeks, and as Layla jostled and moved excitedly on the chair her nose was rubbed against, over and pushed into the quivering, greasy flesh of her asshole and the sweaty skin surrounding it. The heat and pungent presence of the athletic girl’s body was overpowering, and the rough sensation of her hairy mound and the area around her asshole rubbing against the fabric was coating Honda’s body in a layer of her filth. 

Unable to scream, shout or protest, Honda began to give in, to become overwhelmed by the essence of the girl coating and covering her. Feeling abandoned by Sammy, and unable to cry despite her best efforts, with nothing else to do as she starts to lap at Layla’s sweaty pussy, pushing her nose deeper into the mound of wet flesh making up her twitching anus. Feeling the huge body pushing down on her shiver in response she feels herself renewed somehow, the strange urge to please her wearer becoming stronger as she lets go of herself somewhat. 

As the action on the screen begins to heat up, Sammy and Layla share a bowl of popcorn, sitting close in their chairs while their hands graze across each other in between handfuls of snacks. Layla feels herself becoming increasingly aroused, a strange sensation between her legs as the panties rub up against her just right. Enjoying the movie, she begins to unconsciously grind herself against the chair beneath herself, forcing her pussy over Honda’s mouth and squeezing her face into the depths of her ass. 

Sammy hears the motions in the chair and looks over, noticing Layla’s grinding movements and how she’s pushing her ass down against the chair, she blushes, feeling a mixture of embarrassment and jealously as she realizes what’s happening. 

“Well, I thought these two couldn’t stand each other, but look at that. I guess she’s just fine for now after all- hmph.” She thinks to herself as she refocuses back on the movie, slightly angry seeing her girlfriend clearly stimulating her ex in such a way. She decides she doesn’t need to worry about Honda for now, at least based on how Layla is reacting. 

The fight scene continues on scene, leading to a rather lewd climax where both the heroines are grappling with each other semi-exposed. Sammy leans over in her chair, resting herself against Layla’s shoulder and looking down towards the place where her legs meet, smirking as Layla gasps, blushing heavily at the sudden sensation of her touch. Saying nothing they quietly continue enjoying the movie, as Layla’s ass and hips continue to grind against the chair occasionally. 

Honda’s trapped fabric body clings in the hot space beneath her, pressed against her wet sex and musky asshole, now dutifully lapping at her body, and huffing her scent. Her sight and senses are dizzied and disoriented, overwhelmed with arousal and giving in to the sensation of needing to act as a pleasurable piece of clothing. Her entire being beginning to become conditioned by her magically altered form, becoming devoted to absorbing the sweat and filth of and pleasing the body of her wearer.