Matt looked in horror at his mother who stood in the doorway with her mouth hanging open. “Mom…what are you doing here?” He asked in a panicked voice. His mom stuttered for a moment. “J..Julie is a friend of mine. What are you doing here?” She responded.

Matt looked to Julie who was smiling at him in a sinister way. “You knew she was my mom and you still wanted me to come over?” He asked.

Julie could have burst into laughter. “Look, it was a total fluke that you ended up being the one to answer the ad. When I saw it was you who wanted to join me I couldn’t resist. I had to invite you to come. Your mother asked me to get an extra guy for her to have someone to enjoy but I think she might have suspected someone a little older maybe. And not her son.” Julie said as she started giggling.

Karen, Matt’s mother just stood frozen where she was, red as a beat. “Julie, how could you?” She questioned. Julie just shrugged her shoulders. “What difference will it make that he’s your son when he is pint-sized?”

Matt looked to Julie with widened eyes. “What are you talking about?”

Julie had already pulled a small remote from under her pillow and was pressing the button, making Matt’s world spin out of control.

When he finally came to he saw the world around him much larger. He looked up to see Julie was sitting in the same place she had been smiling down at him while another large figure now stood directly over him looking down at his small form. “My my….he has gotten quite attractive.” Said the voice.

Matt took a moment to gather his thoughts when he recognized the voice as his mothers. Attractive? He thought to himself. Did my mother just call me attractive? He looked down the length of his body to no longer see a skinny, pale white form with tiny arms, but instead a very well built body with cut abs and large powerful arms. He jumped to his feet and looked himself over. “What happened to me?” He shouted.

“It’s the device.” Came Julie’s voice. “To protect your body from harm, it increases your strength and durability to allow rough activities without permanent damage to you. It basically makes you a perfect version of yourself.”

Matt looked up at his mother who was looking down at him with almost a non-emotional look. He could however, see that she was not making eye contact with him but was looking his body over and had a slight smile. He followed her eyes to his dick which was hanging freely out and much larger than normal compared to his body. He looked back up to her. “Mom…you have to help me get back to normal.” Matt pleaded.

His pleas seemed to snap Karen out of her trance. “He’s right Julie. We can’t leave him like this. Please just make him normal. We’ll find someone else to replace him.” She suggested.

Julie reached forward and wrapped her large fingers around Matt, lifting him from the bed. He immediately noticed that he fit much better in her hand than her husband had. He couldn’t know for sure, but guessed that he was about 6 inches tall. She lifted him up to Karen’s face.

“I want you to take a good look at the little guy in my hand Karen. This is not your son. This is not someone you know. This is a toy. This is a thing that is to be used for our pleasure. Please don’t make the mistake of getting sympathetic for a sex toy. You had no problem shrinking Kevin. Remember I was against it at first? He was my husband. I didn’t want to lose him to being a sex toy. But you convinced me it would be for fun. This is not your son just like Kevin is not my husband. They are toys for our amusement and nothing more.” Julie stated plainly.

Karen looked at the little Matt in her best friends hand and back to Julie. “I….I don’t know. It’s just different.” Karen whispered.

Julie took hold of Karen’s hand and pulled her close. She reached up and took hold of Karen’s head and pulled her in for a soft, loving kiss. Matt watched from inside Julie’s hand as the two women kissed passionately. He could see their tongues dashing back and forth between each other’s mouths. Despite it being his mother, Matt was beginning to get hard. He was something of a pervert and had, on occasion, enjoyed his mother’s feet while she slept. So watching her make out with another woman was nothing shy of a perfect situation for him.

Julie must have felt his erection because she began moving her fingers around on his body, causing her fingers to run up and down his shaft. Moans slipped out as Matt began humping the fingers that held him securely.

With her free hand, Julie undid the long coat that covered Karen, revealing nothing but a lace bra and thong. “Take them off.” Julie ordered.

Karen obliged and removed her clothes all while continuing her make out session with Julie. As her panties dropped to the floor, she felt something brush against her neatly trimmed pussy. She immediately broke off the kiss to look down and see Matt’s head lost between her legs.

She placed her hand on Julies and pushed away. “No Julie. I don’t think I can.” She whined.

Julie placed a finger on Karen’s lips. “Shhhhh….let me do what you know deep down you want.” Julie cooed as she once again placed the small head against Karen’s pussy lips.

Karen exhaled heavily as the small head made contact, pushing her lips up and slightly apart. With another push, the small body was in up to the shoulders. At this point, Matt was beginning to struggle, afraid of suffocating.

Karen was no longer seeing reason. She didn’t care what might be going through her son’s mind. All that mattered was the pleasure he was giving her and going to continue to give her. She reached down between her legs and took the small body from Julie’s hands. Slowly, she pushed it up. “Make mommy happy.” She whispered to Matt who had no chance of hearing her as she laid down on the bed on her back with Julie lying next to her, gently kissing her neck.