Duel of the Fleshcrafters

Copyright © 2015 Phen
All rights reserved.

Duels between students at the Fleshcrafter's college were always an eye-catching affair. Their bodies were often enchanted past normal human proportions or configurations owing to their particular branch of magic, and they used their very flesh to as reservoirs of magical power. As their enchantments grew, so did their ability to absorb mana from the astral plane, going round and around in an astounding feedback. The goal of the duals was ostensibly to grow more massive than the other, but given the extremely sexual nature of the enchantments, it invariably descended into a content of stamina as the duelists gave in to the desires that their monstrous endowments demanded.

Official duels drew crowds, and they were often very destructive - although the viewer fee's that the college were able to extract made it well worth it. However, they frequently had trouble stopping the dueling novices...

Early sunday morning. The corridors of the college were empty, with staff and students alike sleeping in after another weekend of debauchery and lewd spells. The garden outside the dormitory could have been plucked from a catalogue: Lush and well kept, with a clear, blue sky overhead and small birds singing cheerily from the trees.

This was the battleground.

Deidre showed up first. Despite the early hour, her short, brown hair was nearly combed and her chosen battle-dress was impeccable. As impeccable as a revealing, crimson shirt and outragously short miniskirt could be. The formfitting garments made it abundantly clear just how stacked and curvy Deidre was. No underwear were permitted to hold her form, and her plump nipples tented clearly through the thin fabric atop her shapely breasts, and her skirt was hard-pressed to contain her wide hips. Her figure was an ideal of female sexuality bordering on the obscene - but the fat cock that hung between her legs marred that image some. Deidre put it proudly on display, the head of the thick shaft just barely touched her knee, and even her hefty, melon-dwarfing balls were exposed below the hem of her dress.

She marched out into the early morning sun with her hands balled into fists and eyes constantly scanning her surroundings. With nobody else in sight, she started pacing back and forth along the travel path that lead through the garden, with such impatience that her fat cock slapped audibly against her thighs with every step. "Alright, you bitch, she muttered, and shot a glance towards the gate leading to the dormitory. "Ready to kick your ass."

Several minutes passed. A squirrel skittered through the grass and into a bush on the other side of the path.

Deidre sighed. Do I get extra points if I have to drag her out of bed, first?

Then, at last, a figure appeared. Gwen, Deidre's great challenge, shuffled out into the garden in a tattered nightshirt and pajamas bottoms, with such a serious case of bedhair that her long, blonde locks looked reminiscent of a furball. Even in such a state, she looked impressive, however. Her shirt was several sizes too large, and it still had trouble containing her massive breasts, heavy and perky and big enough to pass for basketballs if not for their pleasant teardrop shape and the equally oversized nipples at her front. One of them poked through a hole in the shirt, showing her pink, puffy areola without a hint of shame. Her bottoms clung to her voluptuous hips as well, several tears in the fabric letting her ivory skin peek out here and there. And, of course, the front of her pajamas was stuffed with cock as well, the unmistakable bulge running down her plump thigh and straining with every little movement. A dark, wet spot sat at the tip of Gwen's badly contained cock as excess cum drooled down her leg.

"Finally!" Deidre said, and put her hands on her hips. "I was beginning to think you had chickened out!"

Gwen stifled a yawn while the gravel crunched beneath her slippers. "Easy there, champ." She stretched her arms. "You're the one who has to get up early to study. I'm just talented." A sly smile appeared on  her lips as she added: "And I've been putting those talents to use all night long."

"Well, if you're so eager to drain yourself before our showdown, be my guest." Deidre grinned and reached down to heft one of her smooth, swollen nuts in her hand. "Me, I've got a lot of juice saved up for the occasion."

"Nice going, nerd." Gwen said and scratched her chaotic tangle of hair. "I don't need any of that. I just need one minute." She waved her fingers in a complex pattern in front of her and held her breath as a sudden wind rose up around her.

Deidre felt the familiar tingle of a magical discharge run down her spine. Her turgid cock gave a throb between her legs as she watched Gwen's luscious tits jiggle with her movements and couldn't help but follow the drop of milk forming at the tip of her plump nipple as it slid down the lovely curve.

The wind rippled through Gwen's clothes and hair, though it left everything else untouched, and sent her long, golden hair billowing above her head. The wind left Gwen's features looking refreshed before dying down as quickly as it had appeared. Her hair fell down slowly once more, now arranged in long, intricate braid that reached the small of her back. "There." she said, with a smug grin. "Now I'm ready."

"Pff. Showoff." Deidre shook her head and planted her feet solidly on the ground. "Let me show you some real magic." She held out her hand, palm open and pointed downwards, in front of her hips and smiled as she willed her cock to respond. The fat length lurched forwards and upwards, a big drop of pre swaying precariously from the tip as it erected.

"That's called 'getting a stiffie', dear." Gwen said with a smirk begging for a punch in the face. "That's pretty much as far away from magic as you can get, it happens to everyone that sees me."

Deidre rolled her eyes and grasped her dick as it met her hand. "Yeah, yeah. You're so cool, and all. But unfortunately, you've also got cum all over your face." She didn't leave Gwen any time to react as she tilted her cock upwards and unleashed a torrent of slimy, pungent sperm over her rival.

Gwen sputtered in surprise and brought up her hands too late to shield her face from the sudden downpour. "Hey, what the fuck!" she said and went into a coughing fit as a particularly well-aimed splatter of cum hit her mouth. "You - What is - what is wrong with you?"

The spray of cum eased off into a steady dribble down the length of Deidre's cock. "Oh, I just thought it was a shame that I made you miss your morning shower, forcing you here so early. I'm sure you're feeling better now, right?"

Gwen beat her chest to regain control of her windpipe and sent Deidre a murderous look. She wiped her face with the top of her shirt - exposing a sliver of her toned midriff in the process - and sunk the lump of jizz left in her throat.

Deidre failed to contain her smug laugh. "Ah, I always did wonder if you'd spit or swallow. Then again, a girl with your tastes - I should've guessed."

Gwen exploded. Or at least, her shirt did. Enormous, growing breasts unceremoniously tore Gwen's cum-stained nightshirt cleanly down the middle, jiggling righteously as they bounced forward. "I swear to god, I'm going to wipe the fucking floor with you after I win." Gwen said, her expression like a thunderstorm. She ran her arms along the sides of her massive tits as they swelled to the size of prize pumpkins, with a drizzle of milk pouring freely from her hardening nipples.

"You want to give me a bigger target that badly? I've got no shortage of paint for your canvas." Deidre said and squeezed her cock. It bulged and grew in her palm, pushing her fingers apart as inch after inch of throbbing flesh pushed out of her groin. The flow of cum was already increasing again, raining out onto the grass in weak jets.

"Oh, no-no-no. You don't get another go at that." Gwen said and drew in her breath. Her hips widened and tore through her pajamas bottoms in a single instant, her wide thighs tearing the legs in a hundred places and discarding the mistreated fabric like a second skin. Her cock jumped out in the open, a foot and a half of rock-hard girlcock that pulsed like a ticking bomb.

Deidre's cock swung out against Gwen's like in  a fencing match, and the impact between the swollen rods made a small wildfire of erotic sensations spread out from her loins. She was already cumming again, and her cock clearly trumphed her rival's in both size and girth, though Gwen's balls were bloating up too fast for Deidre to deal with. "I don't know, I feel pretty-"

Gwen Deidre in a merciless assault of dickgirl jizz as her orgasm came on hard. "You feel pretty, huh? Will you still feel pretty after I make you look like the abominable snowman?" Despite her torrential output, her heavy balls were still expanding rapidly, swelling past the size of mere melons into the sports-ball territory and beyond. The air grew thick with their combined sexual musk and the sheer heat of their growing bodies.

Deidre fumbled blindly as the powerful jet of cum pushed her back. It got in her hair, in her ears, running down her back and her front. "Wait a minute, I can't see!" she said imploringly and took a step back, only to slip on her own puddle of cum. She fell on her ass, frantically wiping cum from her face.

"That just makes it easier." Gwen was on her in an instant, sitting her naked ass down on Deidre's stomach while she slapped her thick cockhead over the blinded girl's face. Though the fleshcrafters did not feel the effects of gravity the same as others, anyone caught below their prodigous endowments surely did - and Gwen, with her goddess-like proportions, pinned Deidre firmly in place. "Come on, I can't be the only one with my tits out." she chided Deidre and pulled at her cum-soaked shirt impatiently.

"Move your fat ass back so I can breathe and we'll talk about it," Deidre coughed and blinked rapidly as her sight returned. She wiggled beneath her rival and squelched with every movement. The impromptu shower of cum made her awfully slippery, but she were pinned too firmly in place to get out. She only needed to take a deep breath to make her rack grow, however. Compared to Gwen's looming sweaterpuppies, it almost seemed small, but Deidre promised to put an end to that as she filled her lungs and promptly popped off the topmost shirt button. As she exhaled, her breasts did not shrink down - but they did grow with her next breath, swelling out again - and again - and again.

Gwen complied and smiled haughtily as she heard the pops and tears that heralded the exposure of Deidre's breasts. "Good! You can use those on my dick as I fuck your mouth." Gwen promptly plugged Deidre's lips with her throbbing cock, the ebbing flow of cum instantly kicking up a notch as she forced the too-big crown down Deidre's throat.

Deidre kicked her legs by reflex before she caught herself. She was a fleshcrafter, and impossible sex was no new dance to a sanctified novice like her. I'll make you cum, alright, she thought as she swirled her tongue over Gwen's bulging dickhead and coaxed out a flood from her absurdly potent balls. You'll pass out from pleasure, and I'll be the victor!

"Oh, fuck." Gwen gasped and thrust hip forward in a steady rythm. "How much dick have you sucked? I didn't realize I was dealing with a slut of that caliber." She sunk her hands into Deidre's short, auburn hair and held on tight as more than a foot of cock disappeared down Deidre's gullet - fully half of Gwen's magnificent manhood.

Deidre felt herself shudder and forced herself to breathe through the nose. It was a strange, but addictive sensation, being filled with so much warmth, so much sex that her stomach began to swell and slosh with cum. She reached up to heft the sides of her still growing tits, pushing them firmly against Gwen's cock and enveloping her rival in the heavenly softness of her cleavage.

"Y-yes..." Gwen bit her hip and eased back. Her cock were glistening in the sun, coated in saliva and cum. "There we... go..." Gwen's slammed her cock back in, cumming to such a degree that half sprayed back and doused her own thighs. Meanwhile, Deidre's belly kept on swelling, growing big and gravid.

Gwen's cock twitched in Deidre's throat. She could feel every little contraction, every rush of blood. Her own body yearned for release as well, her cock hard and slapping against Gwen's back with her rutting motions. She had a fantastic view of Gwen's incredible bosom hanging over her head, and she could not help but erupt in a smaller orgasm of her own as Gwen reached the end of her explosive cumshots.

"Fucking hell," Gwen gasped and hilted herself in Deidre's mouth, her musky balls all but suffocating the girl below. She spurted a few times more, adding a bit more slosh to Deidre's distended belly. Then, slowly, she stopped her lust-fueled thrusting and rose to her feet, with long strands of cum still connecting her cock to Deidre's lips. "I'll give you that. You can suck cock."

Deidre coughed briefly as wiped her mouth. Her first unobstructed breath felt lovely - although in the back of her head, a tiny voice wanted that enormous, mouth-watering dick back inside her. Her belly felt huge and unwieldy, because it was. Even a pregnant woman could not get that large - she could only barely get her hands around her inflated midsection, and every little movement made it slosh and churn. "Not bad," she said, as she stroked the skin around her belly-button. "I can see why you had fun all night. But you'll wish you had saved up like me, because now it's my turn."

Gwen laughed. "Feeling feisty, huh? Pardon me if I don't feel so threatened with you flailing on the ground."

"Minor setback," Deidre grunted as she pushed herself upright. With her enormous belly and tits, leaning forward was not so easy. But Deidre was a sanctified Novice. "Just... One moment." She heaved and twisted herself sideways to get onto her knees. Then, onto her feet, with her hands stuck out for balance.

"Bravo. You managed to avoid hurting yourself."

After their bout of fellatio and titfucking, Deidre and Gwen were about evenly matched for size, save for Deidre's huge belly. Both wore tits with beachballs as the closest equivalent - Deidre's pair pushed up by her belly, while Gwen's stood out with just the right amount of sag to display their weight while remaining shapely. Gwen's ass was just ahead of Deidre's, yet both ladies had a superb amount of junk in the trunk, hips and thighs plump enough to make a fertility icon weep. And, of course, they had enough cock between them to satisfy entire communities, two foot each that drooled continuously onto the ground below.

Deidre seized her cock and pushed it up against the underside of her belly. "I hope I can say the same for you when you take this."

Gwen waved her hand dismissively. "Oh, please. Just because you had trouble with my dick doesn't mean that I can't handle that little pecker."

A smile widened on Deidre's lips. "Confidence. I like that. You'll need it." She gave her shaft a squeeze and moved her lips soundlessly to call upon a spell of her own. Her body shuddered involuntarily and she gave a low moan as the reservoir of cum inside her began to swirl.

Nobody felt the arcane energy that flowed around the world as acutely as a fleshcrafter. Both ladies were aware of the intangible breeze that appeared as Deidre weaved her spell, though even a fool could see the changes upon her body. Her gravid belly twitched once and began to shrink, the cum draining into Deidre's own mass, free to be directed anywhere she pleased.

Deidre chose her cock. She held it with both hands, purring contently as her already oversized fuckrod grew longer, harder and better. Inches gave way to feet of growth, every little throb and spurt sending reverbs of pleasure washing through her. Her fat, full balls joined in, hanging increasingly lower between her wide thighs as they filled with untold volumes of cum. "Fuck yes," Deidre moaned, jacking herself with slow strokes as her transformation unfolded.

Gwen watched in silence. Her expression was sour, but the sight of Deidre enhancing her body with such an erotic display rekindled the heat in her loins. Her cock grew hard while her pussy drooled lustfully between her legs. One of her hands rose to heft and caress a milky nipple without even realizing, while her rack expanded slightly in solidarity.

And still there were more. Three feet of cock became four, and Deidre eagerly pulled her thick shaft up into her cleavage as her belly shrank away. "Pretty hot, huh?" she said and placed a kiss upon the head of her cock as it grew out of reach. She held her lips there, tongue pulling back her foreskin before finally releasing her cock to keep on rising above her. Her balls sagged lower, too big to avoid leaning into her knees and deforming slightly, like a pair of enormous water balloons. A little more, and they'd be resting on the cum-soaked grass.

"I've seen better," Gwen scoffed. A particularly large dollop of cum fell from the tip of her cock.

Deidre grinned. "Sure you have. I guess that means you also know that you better bend over and show me that ass as quick as you can, because it's only going to get harder from here." She wrapped her tits around her shaft and gave herself a luxurious stroke. Her giggle mixed into a moan as a full 6 inches grew out in a single, powerful spurt and sent a spray of pearlescent cum flying high into the air.

"Yeah, well." Gwen started, but she lacked the words to proceed. Her gaze was plastered to Deidre's massive cock - no mere empty threat, her rival's cock kept growing. And growing. Gwen swallowed a lump in her throat - and her pride - as she turned around and presented her voluptuous backside. "Just... Give me the best you got." she said, with a defiant edge in her voice.

"Well, would you look at that. Wave a big dick in your direction and you're as gentle as a kitten." Deidre took a step forward and smiled at the way that the grass tickled her overflowing balls. She eased her pole down in front of herself - having passed 6 feet long, she was more cock than girl at this point. Her magic prevented her grotesque proportions from dragging her down, however, and she placed the enormous cockhead between Gwen's buttcheeks with deliberate care. Even at rest, her balls were too productive to contain and the ceaseless flow of cum poured down Gwen's thighs.

"Shut your face," Gwen snapped and tensed her jaw. Deidre's cock felt so hot against her skin, like a volcano of pure sex, and the head of her cock were almost as wide as Gwen's hips at that point. "Jam it in already!"

Deidre rolled her hips and ground against Gwen's soaked pussy lips. "If you insist. You seem like a tight fit - been doing your exercises, eh?"

"Oh, fuck you, and fuck me already." Gwen drew a spell out of the ether and pushed back hard against Deidre's fat cock. Her booty gave a slight jiggle as arcane strands flowed into her skin and sent a growth spurt of her own into action. Gwen's plump pussy began to grow, as did the rest of her backside. Ass, hips, thighs - Gwen's supremely womanly figure pushed into the patently absurd as they swelled up, to match and surpass the size of her tits.

Deidre watched with barely concealed amusement. Her cock gave a throb of approval as Gwen's luscious skin bloomed and enveloped it. "Alright," Deidre said and pushed her bloated cockhead up along Gwen's gushing cunt. "Fair's fair. See you on the other side." Calling upon arcane bonds, she held Gwen in place and slid into her sex with a smooth thrust.

"Fuck!" Gwen cried, squirming in place as Deidre stretched her like rubber. Her pussy pulsed needfully and drew Deidre in while it grew bigger still to compensate. Her clit swelled past the size of her thumb and made Gwen gasp for breath as she joined together with her rival.

"Fuck is right." Deidre said with a quiver in her voice. She pushed forwards, filling Gwen with foot after foot of her raging erection until she were finally close enough to heft Gwen's fertile hips with her own hands. "Gods, you're tight."

The size of Gwen's asscheeks surpassed beachballs by then, and the bigger her pussy grew, the greedier it became. "Come on," she begged, breathlessly, "fuck me harder! Fill me up!" Despite getting fucked by a cock bigger than herself, she retained her shape instead of becoming like a human condom - but her belly bloated rapidly, shoving her tits upwards as it pushed out to contain Deidre's manhood and her seemingly boundless stream of jizz.

Deidre obliged with a grunt of exertion. At this point, the only clothing left on her body was her striped thigh-high socks and shoes, and her naked skin was covered with a sheen of sweat and cum. Her hands all but disappeared in the soft, yielding flesh of Gwen's hips, impossibly huge rumpcheeks bulging out against her intrusions and jiggling up a storm with every thrust of Deidre's hips. Her balls swung back and forth like pendulums, slapping meatily against Gwen's thick thighs and sending renewed bursts of cum through the bulging underside of her cock with every impact.

They had only been going at it for a couple of minutes by the time that Gwen's belly bumped onto the grass in front of her, so full and heavy that she could hardly move. "Fuuuck," she croaked, leaning forward with her arms and legs spread out across her taut skin. Her pussy clenched down hard and milked Deidre for all she was worth, while paralyzing Gwen with climax after climax. "Are... Are you done?"

"Why, feeling tired?" Deidre replied playfully, though she could not entirely hide the strain in her voice. Her hips worked like a piston, though, shoving her overly fat dick in and out of Gwen's cunt with machine-like precision. Despite her continual leakage of cum, the increasingly rapid throbbing through her 7 feet of dick made it clear that the end was in sight.

"I can go for as long as you!" Gwen said through clenched teeth. Her true feelings were revealed by her most powerful orgasm yet, however, as she moaned helplessly and squirmed on Deidre's dick. Her clit, now the size of a golf ball, throbbed like crazy and she dug her fingers into her plump areolas as she cried out. "E-enough! I... Can't..."

It was all Deidre needed to hear.  She lowered her last barrier and joined Gwen in a lewd chorous of gasps and moans as a river of sperm coursed through her dick. "F-fine!" she stammered and hilted herself against Gwen's fat ass.

Cum sprayed back out, despite Gwen's cunt's best efforts at keeping her sealed up, and both girls had gotten worked up enough to add their wild sprays of milk to the total mess around them. Even Deidre couldn't help but squirt, fragrant pussy-juices spraying down the back of her balls.

Nothing held a candle to the sheer magnitude of Gwen's cumflated belly, however. It rose up into the air and down towards the slope that lead to the nearby lake, a huge, fleshy sack of jizz two stories tall and wider still. The old wooden bench at the center of the garden laid crushed below Gwen's bulk and the constant sounds of sloshing cum was loud enough to mask the labored breaths of the two as they sagged onto each other at the end of their furious rutting.

"Holy hell," Deidre sighed contently, serene in her afterglow. "That was nice."

Gwen gave a low grunt in agreement and craned her neck to look back at Deidre. Even that was enough to renew the sound of splashing water from within her inflated belly. "Yeah. We ought to... Hang out more, y'know? You're not too bad, for a nerd."

Deidre laughed. "Same to you, sweet cheeks. You're taking your loss more gracefully than I thought you would."

"Loss? Last I looked, I was bigger than you." The competitive edge crept back into Gwen's voice.

"Of course, 'cuz you're filled with me!"

Gwen rolled her eyes. "Don't get technical with me, smart-ass."

"Dude, your feet don't even reach the ground. You're going to tell me you've been studying mobility magic, too?"

Gwen shoved her hips backward against Deidre and forced a foot and a half of cock to slide out of her sex. "I can do whatever I need to win."

Deidre smiled overbearingly at Gwen's antics and held out her arms. "Alright, alright. Show me that you can handle my load." She grinned. "As soon as you finish waddling off my dick."

Gwen snorted derisively at her rival's verbal stings and did just that. Her huge, shapely ass wobbled from side to side as she pushed herself forward, though her swollen pussy, aching sweetly, was reluctant in letting go. Go she did, though, maneuvering herself a few paces forwards to let Deidre's turgid tent-pole fall to the ground with a wet thud.

Deidre followed Gwen's swaying backside with her eyes and whistled. "That sweet ass of yours is almost enough to make me give you the victory. But not quite." She reached down to pat her still absurdly swollen balls and eased her legs on top of them, so that she could use her sloshing sack as a seat.

"I've got better things to do than respond to your snide comments. Like, putting you in your place!" Gwen declared as she got into a steady posture with her feet planted firmly on the ground. With her belly looming above her, she looked like little more than an accessory to the sack of cum. It was all fuel to her spell, however.

Even Deidre felt her hair stand out on end as the air became charged with arcane power.

Gwen had no mystical codes or words for her spell. She parted her lips and let loose a deep, throaty moan as a ripple went through her cumflated belly and drained off Deidre's bountiful ball batter for her own uses. The mass simply seemed to disappear as the looming curve of skin above Gwen began to shrink down.

"So you figured out how to save it for later? That's a neat trick."

Gwen grinned. "No need for that." She took a sideways step and let Deidre see exactly where all that size was draining into: Her fat, veiny manhood. At a meager 2 feet long, Deidre had left it in the dust after her last growth surge, but now it pumped bigger and harder with every heartbeat. 3 feet came easily, 4 feet was no challenge and the push to surpass Deidre came almost as an afterthought, a mere twitch of her loins that sent eight feet of cock sliding through the pools of cum below like a predatory anaconda.

Deidre felt a patch of goosepimples spread down her arms. "Damn."

"Sounds about right." Gwen gave her fat balls a slap and flashed a winning smile at Deidre as they gurgled and grew. Free space was at a premium at her front, yet their insistently swelled up and pushed her hardening cock upwards to poke and deform her still massive belly. Gwen drained it quickly, though, too eager to claim her spot at the top of the food chain. With almost half of her gravid bulge gone, she even let some of the excess mass flow into her already massive tits, propelling the beachball-smothering boobs to the size of impossibly shapely beanbag chairs.

Still, her cock remained the center of attention. It expanded into the double digits with a jerky quality to its growth, pushing out with such enthusiasm that Gwen had to reign in it to fully enjoy her grotesquely sexual transformation. Pulsing veins the size of actual anacondas crisscrossed her immensely fat member, and a renewed stream of cum poured from folds of foreskin covering the gigantic cocktip. Still it grew, passing twice Gwen's own height, triple, quadruple and onwards in an awesome display of fleshcrafting.

Deidre bit her lip. She wanted to hold back, to deny Gwen the pleasure of seeing her arousal, but her body was lighting up all on its own. Her nipples grew hard, honey dripped down her inner thighs, and her balls, which had just about emptied an entire swimming pools worth of sperm, churned and filled up anew. She put her hands against the base of her cock, pushing the hardening tool down as she slid off her seat on top of her scrotum and took a step back.

Gwen grinned like the Grinch who stole Christmas. With every breath of air, her belly deflatedmand her cock surged forwards as an unstoppable tide of hot, horny flesh. Heck, her balls alone started to dwarf her oversized tits, the pair of cum-filled spheres rising in front of her like a wall of wrinkled flesh. "Feeling a little down?" she asked and laughed. "Small, even? Beaten?" Her cock arched upwards like a castle tower, pushing smoothly into the forties as Gwen regained her flat tummy.

"Pff. Big deal." Deidre ran her fingers through her short, brown hair. "It's all about how you use it. I'll bet you couldn't even fuck me if you tried. Hell, you'd probably crush half the college before you could aim that thing at me."

"So? That still means that I'm the biggest." Gwen jerked her hips forward and drew out the last drop of growth, pushing her towering erection up to an even 50 feet, lightly swaying in the breeze. "So I've won."

"You're certainly the biggest bitch, no contest there." Deidre said with a thoughtful look at Gwen's monstrous crotchrocket. "But... Hm." Something clicked in the back of her mind, and she allowed herself a small smile. "Hold still, will you? I've got an idea." It's just crazy enough to work...

Gwen gave her a sideways look. "What? You better not be trying to cheat."

"Shut up, of course I'm not going to cheat. Just stay where you are, and I'll take my turn." She looked down over herself and hefted her tits. These will have to go. Her body obeyed, and Deidre shuddered at the almost sacrilegious sensation of shrinking as her absurd endowments slowly receded into her body.

"I'm not going anywhere, captain obvious." Gwen said and gestured over herself. She squinted at Deidre's transformation and let out a small gasp. "Okay, now I know you're planning some trick!"

Deidre felt like a part of her was missing as her breasts shrank to merely headsized and her cock bounced between her thighs once more. "Christ, do you ever stop talking? Just chill out and let me do my thing." She craned her neck for one more look at the top of Gwen's pylon and rubbed her palms together. "Alright, here goes nothing." She sank her hands into the yielding skin of Gwen's swollen scrotum and heaved herself upwards.

"I'm not your climbing tree!"

Deidre shook her head. She did not deign to respond as she climbed up the curve of Gwen's balls. Her foot fumbled over the cum and sweat-slick skin, but it was pliant enough to let her find purchase and support her weight as she swung up her other leg.

Gwen's balls were the size of small buildings of their own, and letting her face that close to the powerful source of sexual musk left Deidre's head feeling light and dizzy - neither desirable attributes during climbing. The massive nuts churned audibly as well, and the rush of flowing rivers within rose in volume as she ascended.

"Gwen, I know I have a nice ass, but you're not making this any easier!" she complained in between grunts of excursion. Should've done more push-ups, Deidre thought, and forced out a small transformation to strengthen her aching muscles.

She reached the summit before long, though the real challenge still laid ahead: The monolithic megacock that stood straight up into the air, hard as rock and throbbing with rhythmic beats that shook Deidre's feet.

Deidre steeled herself and pressed on.

"What are you even going to do up there?" Gwen said from her perch below. "If you're going to inflate your butt, I guarantee that you'll lose your balance. You'll need way better airbags to help you then!"

One hand in front of the other. Deidre grunted. "You just had to make it so long, right? Straight up into the air?" She stopped to catch her breath, two thirds on her way to the top. The view from up here was spectacular, if not for the fact that Deidre had a dick big enough to drive on stuck in her face.

The sounds of rushing water rose once more as Deidre neared the freely gushing cocktip. It was a waterfall, even at rest, the excess cum splashing down onto the slope leading away from the garden and into the lake at the other end.

At least the crown was big enough to easily support her, though the last stretch of treacherously loose foreskin nearly sent her flying. Deidre dragged herself up with a final burst of strength and was face to face with the source of the impromptu river below. Gwen's cumslit was huge, easily big enough to swallow Deidre if she was careless.

"I'm still waiting." Gwen said, half-shouting to make sure that her adversary took notice.

Deidre did not bother exerting her voice. "Yeah, yeah." she mumbled and crawled forwards. She lowered her head and placed a kiss on Gwen's cockhead.

There was a brief throb and a momentary increase in cum flying into the air. Somewhere below, Gwen's breath fluttered.

Deidre parted her lips and drank of the bountiful waters. She drank deeply. Greedily. The flow of cum careening off the side of Gwen's cockhead turned in stark defiance of gravity and rushed back towards Deidre.

Gwen craned her neck this way and that in a futile attempt to spot the lone figure atop her dick. "What are you doing up there? You're doing something, I can feel it!"

The tip of Deidre's mouth curled upwards in a smile, but she did not stop drinking to taunt her rival. Not this time. Her belly grew full and round, but the ceaseless flow of heavy, potent cum did not have time to accumulate like before. Instead, it flowed out into her body, more and more as she forced Gwen's overproductive balls to feed her.

Deidre grew. All over. Her rack overflowed her arms once more, her ass swelled out and her cock  slid down between her shins. But most importantly, she grew taller. The girl next door became an amazon, then a freak, adding on inches upon inches, feet upon feet, to her stature with rising speed.

Finally Gwen had something to look at, as Deidre's curvacious ass wiggled its way out over the edge. "Huh? Don't fall down!" Gwen said and squinted. At this distance, with only her monstrously oversized dick as a reference, it was hard to tell that Deidre had doubled in height since making her climb. "Are you trying to suck me off or something?"

Deidre let the unfamiliar tingle of whole-body growth wash over her as virgin nerve-endings in her skin brushed over Gwen's powerfully hot dickflesh. Something like that, she thought and grinned to herself as she drained Gwen's balls of jizz. Her tongue lashed out to caress her rival's cumslit and teased out an explosion of cum that made her grow another five feet in a single surge. At her increasing size, she could start to use her breasts and thighs to squeeze and tease Gwen's sensitive crown, and the rewards were instantaneous.

"Deidre? What are... H-holy shit!" Gwen cried in surprise as Deidre's arms and legs shot out over the edge of her cockhead, the enormous tip all of sudden too small to contain the brunette. Gwen stared like her eyes were about to fall out, while her cock shuddered powerfully between her legs. "You maniac! You can't do that!"

Deidre's growth forced her to reverse her earlier climb. Her arms seized the crown of Gwen's cock, while her thick thighs locked around the shaft below. Rock-hard nipples poked into the veiny skin and the wonderful friction made her cum spray out like a broken water main, pussy and dick both pointing downwards and covering Gwen in a sudden rainstorm of mind-numbingly pungent musk and slime.

With her feet hanging halfway down Gwen's shaft, her own cock was now big enough to reach the rest of the way to the ground, threatening to smother Gwen before veering off to the side and blasting an unlucky gazebo with enough force to crack the sun-bleached rock. Somehow, Gwen's erection did not look so scary any more.

Deidre planted another kiss upon the cocktip, her velvet lips now able to adequately cover the slit. She surged anew and was pleased to feel her toes touch upon the warm, cum-slicked grass below. "There's something familiar about this." she quipped as she wrapped her heavy tits around Gwen's rod and took it into her mouth.

At Gwen's end, things looked dire. Deidre's booty had made a resurgence, and being on a 50 foot giantess, it all but eclipsed the sun above. Her humongous pussy gushed as if intending to drown Gwen, and if that didn't get her, the beyond massive balls bearing down upon her surely would! "Get off me, you crazy bitch!" she called in between bouts of uncontrollable moaning as Deidre forced her to fuel her ascendance.

Deidre stopped her feast to glance down over herself. "What's the matter? Not feeling so big anymore? I would say that your dick is huge, but, well... Not as huge as mine." Gwen's cock only barely made it up to Deidre's cleavage if she stood up straight, whereas Deidre's own had reclaimed its spot as outsizing her body. And as she grew ever more titanic, she saw no reason not to let it run wild.

The shadow of the giantess swept over the garden and took away the sunlight glinting on the roof of the dormitory. Gwen balled up her fists and summoned her reserves of arcane power, pushing frantically for something as simple as pulling herself back.

Deidre did not allow it, though. She kept Gwen's cock firmly in her grasp, deepthroating the veiny monolith even as her increasing size forced to squat her glorious ass over the college grounds to reach. At last, she let it pop from her mouth and laughed at the shower of jizz - mere specs next to her own load, with droplets of cum big enough to wash away entire crowds. "Mh, finally. You seem more manageable now." Deidre smiled toothily. "Now, for the big finale..."

Gwen could only watch as Deidre rose to her full height, well past the 100 feet mark, and shoved her balls forward to make space. "Finale? You... Aren't you done?"

"Oh, Gwen, don't be so greedy. Don't I deserve a good fuck, too?" Deidre said and squatted down once more. Her ass filled Gwen's vision as she guided her rival's cock up to her burning hot pussy, gripping the well-used dick and sliding her in. "Fuck, did I wait too long? You're so small, now. I guess you're right, I did ending up cheating... But only myself!"

"Serves you right!" came the prompt response from below.

Deidre took her time in pushing her enormous ass all the way to the ground below and hilting Gwen inside her. "I guess I'll just have to work harder for my prize, then." she purred in a mischievous, almost threateningly so, tone of voice. She clenched her cunt, acutely feeling Gwen's cock respond with a powerful throb, before rising off the ground once more. And then slamming her hips down with enough force to cause an earthquake.

Gwen screamed, though more so from the shock and the experience of getting buried in Deidre's enviable ass. Her cock was in heaven, though, a fact that she desperately tried to dissuade it from as another jet of cum bulged through the underside of her shaft and fed Deidre another 5 feet of height.

Deidre licked her lips. "Oh, baby." Her hips rose and fell, milking out load after load from Gwen's abused dick. She didn't care that her masturbation - because what else was Gwen than a toy to her at that pont? - shook the foundations of the college, shattering glass and brick as her ever-expanding ass bounced on her former rival's cock. "Come on, move a little. It's like I'm doing all the work!"

Gwen's profanities came and went as several tonnes of firm booty silenced her. Meanwhile, the lake beyond the college had turned entirely white and overflowed on several sides, to the stark surprise of several small communities along the faraway streams.

"A little more," Deidre pleaded huskily as she rode Gwen. "Just... Need... F-fuck, there we go!" She pushed her ass flat onto the garden and sank her arms into her gigantic breasts as her body trembled and shook the college grounds along with it.

"Deidre. Deidre!"

Deidre didn't want to listen, but the sound seemed to come from directly beside her ear, despite being a hundred feet into the air.  She glanced around her with a blank look in her eyes and a ragged breath. "Hm?"

"Deidre, you woke up the dean!" Gwen's voice told her, carried through the air by her strained magic. "We're in trouble!"

 "The dean?" Deidre blinked, and pushed herself forward, inadvertedly freeing Gwen and half a dozen small animals that laid trapped beneath her ass. "Oh, shit." She squinted at a tiny figure marching down a small hill next to the college proper. "He doesn't look happy."

"Of course he doesn't!" Gwen said and rolled her eyes. "Your fat butt nearly flattened the campus! We'll get punished for sure."

"Yeah..." Deidre sighed. She gave Gwen a smile and ran her finger along the length of her dick. "Ah well. Same time next week?"

"You bet!"