Story

Chapter 1: Finding Purchase

Tom walked off of campus after finishing his last class that Friday afternoon at a brisk pace. Aircraft structures was an interesting class, but they didn't really teach any new material, it was just further exploration of mechanics class under the specific application of aircraft. It was Friday, but moreover it was the day before Halloween, the best holiday of the year. It had always been his favorite holiday, when he was a kid he loved it for the candy. The dressing up as someone or something else was pretty fun, but it was all about the trick or treating, the candy. Of course as Tom got older his priorities shifted, now Halloween wasn't about sugary treats, it was about treats of a whole different nature. Halloween, it seemed, was the excuse so many otherwise sweet girls were waiting for to dress up like sluts and act the part. Tomorrow night girls would be dressing up as their favorite scantily clad heroine to go out on the town and drink themselves silly. Sweet treats indeed, there was nothing Tom liked more than a hot pliable girl.

It was a small town with a number of nice shops on the main drag. The only college bar was on the corner with the pizza joint open all night just across the street. Tom walked pass the bar, for now, musing about how many of these buildings he'd peed on in the wee hours of the morning after the bars had closed. When you are drunk enough the world is your urinal. He eyed many of the shops that he usually paid no attention to, a music store, a little sports/camping store, the requisite head shop, tattoo parlor, couple restaurants, art shop, bookstore and a number of other stores even more mundane than that. He thought maybe the art store would have some costumes, but as he peered in the windows he saw little more than the standard fare of brushes, canvas and paints. There were supplies enough that if he wanted to make a costume from scratch he could, but that level of effort held little interest for him. He just wanted something quick but flattering, it was Halloween after all, getting a girl out of her costume wasn't rocket science and he should know he took rocket science last semester, pretty basic stuff once you accounted for the change in mass of over time, he didn't really see what the big deal was, like differential equations were some big secret.

Tom spied a curio shop he had never seen before with a couple old timey costumes in the front window, a suit of armor and a wizard’s gown. Although the main drag was fairly short there always seemed to be a number of short lived shops that would rotate in and out of business between the established businesses. The small college town had its fair share of overly optimistic entrepreneurs. Still this shop seemed out of place. There didn’t used to be a shop in between the post office and the bookstore. There was never a building there, nor a vacant lot was there? Tom chalked it up to one too many jack and cokes and headed for the doors. He could drive out to one of the big chain stores outside of town, but then he’d end up with some mass produced costume that 10 other people would be wearing. It’s much better to go unique, stand out a bit, even if he wasn’t going to go so far as to make a costume himself. Besides best to support local businesses even if some of them will be gone before you turn around. That and Tom just tried to avoid driving whenever he could, if you drove someplace it made it that much harder to party while you were there. How would you get your car back?

It was a squat brick building, it really did look out of place among the multitude of red sand stone buildings lining the street. The shop might be new but certainly the building wasn’t new. Tom ran down his mental list of buildings he had tagged with urine, but couldn’t specifically recall getting this one. He made a mental note to come back later tonight or tomorrow, just to be thorough. A hand carved wooden sign reading “Karma Novelties” hung above the door and creaked slightly in the gentle breeze. Upon closer inspection that suit of armor appeared to be an actual set of steel plate, certainly impressive but not very practical for halloween. The wizards gown was a deep blue patterned with silver stars complete with a staff and pointy hat. It was lined with what appeared to be polar bear fur. Tom pushed his way through the heavy wooden door which rang a silver bell hanging from the frame.

The soft chiming caused the woman behind the counter to look up and smile broadly. “Ah, right on time.” she said mysteriously with a slight smile touching the corner of her lips.. Tom softly chuckling at her Halloween spirit.

“Here I am.” Tom agreed giving his best shit eating grin in return. A good smile was the surest way into a woman’s panties. He didn’t particularly think this woman was going to go for it, but you always played to stack the deck in your favor . She stepped around the counter and Tom took the opportunity of her shifting attention to look her up and down. She wore her shiny black hair tied back in a tight no bullshit bun on the back of her head, but a few curls had escaped and hung down one side of her face and tickled the porcelin skin of her slender neck. Her light blue eyes were sharp and knowing. Tom didn’t think there was a detail that escaped her notice. That flawless skin was stunning on the swell of her generous bosom which was held firmly in place with a black leather corset which further accented her narrow waist. The curve of her hips was outstanding in the tight black pencil skirt which ended modestly near her knee, but that modesty seemed to betray itself. The carefully buttoned down appearance definitely hid something far more dangerous. Tom felt the familiar wave of lust wash over him as he drank deeply with his eyes.

“A smile will get you far indeed, and you’re not so bad looking yourself.” Tom was just over 6 feet tall, topped with dark curly hair professionally styled. He had naturally broad shoulders, which he supplemented with some light lifting. He was lean due to a disciplined diet, which included some distance running to cancel out the empty calories of the copious amounts of alcohol he consumed. He was not a bulky jock, but the muscle he did have was well defined. He had deep blue eyes and a wide mouth, which was quick to smile, set in a strong square jaw. He moved with a fluid strength which underscored his aura of confidence, toeing the line of cockiness. “You must be a hit with the young ladies.” Tom decided she pulled off spooky pretty well. Eerie how she seemed to read his thoughts but he rationalized that he wasn't as discrete in checking her out as he supposed. "I'm Elizabeth." she continued, extending her hand to Tom.

"A pleasure to meet you." Tom said honestly, taking her hand. She stepped into the greeting and lightly grasped his bicep with a knowing smile, a perfectly casual gesture but somehow very intimate as well. Her skin was flawless porcelain become soft flesh, he noted, and her handshake was surprisingly firm for such a slender arm.

"You have the look of a man shopping for a Halloween costume." she interjected before he completed his introduction. "One that would show off those shoulders should serve you nicely." She said releasing his hand, but sliding her hand up his bicep into the sleeve of his t-shirt. "How do you feel about tights?"

"Well, I, Uh... Not exactly what I had in mind..." he replied. He was slightly shaken being in her presence. It was an unfamiliar feeling; he considered himself to be unflappable.

"You're looking for something to help get you laid." she said bluntly, taking her hand off his well muscled frame.

"Well, I wouldn't complain." He said flashing his most humble smile and regaining a little of his usual composure. His most humble smile still had a fair amount of smirk thrown in it.

"I have just the thing for you. You ever read comic books? I have a symbiote here that is guaranteed to get you laid."

"You mean a Venom costume, from Spiderman?"

"Similar to Venom, yes, but not the actual one" she said beckoning him to follow as she turned to lead the way through the small shop. Tom took the opportunity to check her out from the other side as he followed. Her hips and ass were perfectly shaped in the tight black skirt. Her stride was constricted, but she still moved quickly. He almost started to get hard as his eyes traced the shifting curves of her swaying backside. He pried away only to find her watching him oogle her. The corners of her mouth turned up giving off the sense that she was pleased with how her plan was going, what plan she had in mind Tom had no idea.

She pulled a large wooden box inlaid with carving and thick wrought iron hinges and latches. Something far too fancy to contain a cheesy halloween costume. She handled it with surprising ease given the material, and placed it on the counter next to them. She moved her fingers across the latches in a flourish that Tom didn't quite follow. They popped open and she lifted the lid. At first glance it appeared to contain a pile of writhing black goo, but she reached into the box and lifted out what appeared to be a black set of tights with an integral hood, there was a large white spider on the chest, white patches where the eyes would be and a toothy snarl painted on for a mouth. The fabric didn't seem to move the way one would expect as she pulled it the rest of the way out and hung it in the air in front of her carefully pinched between her fingers. It seemed to move with a mind of its own, trying to imitate how an empty costume would hang, but not quite succeeding. Tom rationalized the thought away blaming it on the shiny material and dim lights of the shop.

"Don't be skittish." she said, deftly touching Tom's pride. "This symbiote would accent that fit body of yours very well." She pointedly eyed Tom up and down. It felt odd being on this side of the eye-fuck transaction. It made him feel good, but it made his skin crawl a little too. He would later muse on just how apt a description that was. Tom mulled over the decision for a few moments; the costume would be skin tight, but he really did have the body for it he supposed. He imagined himself wearing it and felt a little self conscious at the idea. He pushed the feeling away. He was in charge of his actions not some conditioned idea of what’s proper, not some feeling of insecurity. It really would help him get laid he supposed, not that he needed to go to drastic measures, not on Halloween.

“I’ll take it”

“Let me just box this up for you.”

Chapter 2: Suit Up

Tom sat on his couch vegging out as the sun sank below the horizon. He took a deep pull off his bong as he watched last night’s Daily Show, and followed it up by finishing off the tumbler of Bombay Sapphire sitting next to him. No sense in spending a lot of money at the bar for swill when you could get a very pleasant pre-game buzz on at home. It was only the night before Halloween, but it was still a Friday night. It was a day that ended in “Y” for that matter. When he went out later he would only have to order a few of the overpriced drinks to maintain his buzz; not that money was a problem. It was the principle of the thing. His head swam pleasantly as he stood up and made his way to the shower to begin his pre bar cleaning ritual. There was a science to picking up women, nay, an art, and it all began at home.

He stripped naked in the bathroom and admired his body in the full length mirror on the back of the door. He was quite proud of his abs, having defined obliques practically made a woman’s panties fall off whenever he could work in an excuse to show them off. That chick down at the curio shop was right on the money with the Venom costume, maybe he’d see her out and about later. She seemed to appreciate his style and seemed like she would be pretty fun herself, the weird ones usually were. He admired his cock, source of all the fun, and shook his hips to let it swing. He touched up his manscaping and climbed into the shower. He cranked out a quick jerk. No reason to give her the easy one, whoever “her” turned out to be tonight.

He walked into the bedroom drying off. The costume sat on top of his dresser in a thin cardboard garment box. He swore he saw the lid flex on its own, but brushed off the idea blaming it on one too many bong hits. He figured he should try it on to make sure it would look alright. There was still time to trade it in tomorrow if there was something wrong with it.

He opened the box to what appeared to be nothing more than an inky blackness, but he rubbed his eyes and blinked looking again and it was nothing more than a carefully folded black cloth. He pulled it out of the box and held it in front of him. The cloth felt oddly warm in his hands. He gave it a few test pulls testing the stretchiness. It would stretch under his pull, but didn’t quite have the elastic feel he would expect out of spandex or something. When he released the tension it would shrink back down, but after a slight pause as if the material had to think about it for a split second before responding. The effect was barely noticeable, and in fact it seemed to fade after a few pulls. The suit had built in soles with a decent tread and integral gloves and a face mask, but there was a seam most of the way around the neck and wrists so if you didn’t want to wear the hood or gloves you could tuck them into the suit itself. The material was thicker than he was expecting too. It wouldn’t be quite as revealing as he first assumed, or so he thought.

He pulled open the zipper that ran down the back of the costume. Dropping the towel he stepped into it with nothing on between him and the costume. He fit the boots to each of his feet, pulled it up past his waist, slipped on arm in the sleeve and then the other, popped his head through the hole, fit his hands in the gloves, his head in the mask and finally slid the zipper into place right at the base of his skull. It felt like the material was caressing his whole body at once. He turned to face the full length mirror on the back of his bedroom door, when you looked this good you could never have too many mirrors. The suit didn’t seem to resist his movements at all. If anything it seemed to support him, moving in sync, almost as if it was anticipating each motion and helping him like an extension of his own body. He checked himself out in the mirror, the effect was impressive. He had expected a slight reduction in visibility looking through the cloth of the mask, but it seemed he could see better than normal. He made a mental note to cut back on the weed, this experience was a lot more intense than getting dressed warranted. He hadn’t noticed any padding in the costume, but it lent some extra bulk to his already taught frame. He made a few bodybuilder poses, and the enhanced muscles seemed to move naturally beneath the fabric. He held his forearm in his hand as he flexed his fingers, despite the padding that must be there to lend the extra size to his arms he could feel his fingers on his arm as if he were wearing nothing at all. He inspected his crotch. His packaged looked even bigger than usual, but you couldn't see too much detail, just a nice bulge like there was a codpiece built in.

“This is fantastic.” he said to himself, and was surprised to notice there was a cut out in the middle of the painted on snarl that allowed him to open his mouth. Testing it out he opened his mouth wide and was impressed at the effect. The fabric seemed to stretch with the motion of his jaw and the painted on teeth moved with his own mouth. Nodding in satisfaction at his selection he decided to take it off and head out. He searched for the seam at the wrists to pull the gloves loose from his hands but couldn’t find it. He moved his hand around extending the wrist but it appeared to be a solid piece of fabric.

He thought about his night as he searched for the seam there or at the hood. He could wear the costume underneath some regular clothes tonight; the added bulk did look good. If he pulled the gloves and hood off he could keep the costume hidden pretty well. It wasn’t Halloween yet, but by the time he got a girl to bed it would be. He could fuck with her head a little bit wearing the costume before he fucked her proper. That would be pretty amusing. Once he decided on the course of action he immediately located the same for the gloves and pulled them off tucking them up the sleeve, oddly they didn’t show under the material. Whoever made this costume knew what they were doing. He did the same for the hood and tucked it down the back of his collar. He pulled on a pair of khakis and selected a black long sleeve shirt so the costume wouldn’t be very noticeable. He looked at his feet concerned that they would look funny, but at the bottom of a pair of slacks the costume’s boots looked a lot like a nice pair of loafers.

Chapter 3: On the Prowl

Tom pushed past the smokers clustered in front of the bar, shooting a smile to a cute girl trying not to shiver. He had always thought the no smoking in bars law to be a bit much, although he did enjoy a somewhat fresher air quality in the bar. He had never smoked before the ban, but once it was placed all the smokers would huddle in front of the bar on the street. On the cold nights only the most dedicated chain smokers would be out there, but it was a great conversation starter to try and bum a cigarette off a girl. He may come back out later, but first, more booze.

He stepped in and nodded to the bouncer. Matt was working tonight, no checking the id or paying cover. They all knew him here. It was packed with people. The upstairs had a few tables, but by 11 it was standing room only, it would be even more crowded down stairs where the dance floor was. He could dance if the pickup required it, but preferred to avoid it if possible. The music was loud and people shouted to talk over it, he let the cacophony wash over him. He never did quite understand why people loved the music so loud when they essentially got together to socialize and talk. He would have preferred quiet jazz and hushed conversations, but one had to make do with what was available.

He pushed his way to the bar deftly avoiding the writhing masses. Rob was tending tonight. He came to serve Tom as soon as he saw him, skipping several people who had been standing there with cash clutched in their hands. He pulled out a plastic cup, scooped up some ice and set it on the counter. He poured Jack Daniels over the ice cycling the regulator several times until the cup was full. He took the soda dispenser and tapped the side of the cup turning it into a Jack and Coke, similar to how having some vermouth somewhere in the house turned a cup of gin into a martini. Tom smiled and dropped a twenty on the bar, he assumed it was all tip. There was no point in trying to have a discussion in this din. That was for drinking in the afternoons before the place got crowded, which happened often enough that Rob was more of an acquaintance.

Rob moved on to the next customer and Tom made his way back through the crowd casually searching for his quarry. He tried to steer clear of the girls he already knew, which was not too difficult in this environment. There was always more girls. He spotted a couple girls hanging out together. Their smiles were slightly crooked and their eyes a little glassy. They gestured exaggeratedly spilling their drinks in the process, in short they were easy targets. They wore the provocative outfits which indicated they were on the market. Tom tried to think of himself as an enlightened person despite his penchant for loose women. He tried not to judge a woman by her outfit in normal life. But in a bar closing in on midnight, well, it was all about context. The blonde caressed the cheek of the brunette in an affectionate manner. He took the scene in those few short moment and decided he had a shot of getting both of them tonight, nothing ventured nothing gained.

He approached them straining to hear their conversation over the background noise. “... says ‘I got to the machine first. You can use it when I’m done.’ So I told her ‘I’ve been coming to this gym for two years and I’ve never seen your fat ass in here before. Why don’t you do us both a favor and cut this little health kick short and get out of my way?’” the blonde said gesturing wildly.

“Jeeze Becky, don’t you think that was a little harsh?” the brunette replied.

“You’re too nice, Sarah. Toughen up a little bit, when you see something you want you should go for it, don’t worry what other people are going to think.” Becky said encouragingly.

“I’d listen to Becky if I were you Sarah. It is sound advice. The only way to get ahead in this life is to go for it.” Tom interjected finding just the right moment to lightly touch both of their elbows at once. Becky returned a cold stare for a split second but after tracing the strong triangular shape of Tom’s body her eyes lightened up. Sarah cast her eyes downward apparently feeling shy in front of the tall dark stranger.

He gently placed his finger on the side of Sarah’s jaw and turned her head up and to the side catching what light there was to be had. He turned to address Becky as he did so. “Your friend here has the most striking bone structure, with your keen guidance she could really go far.” He gave Becky a knowing wink while obviously checking out her body, mirroring her exchange from a few moments ago, and topped that off with an approving nod. Then he turned back to Sarah and gave his sweetest smile. People think a smile is all about the mouth, but really its all in the tiny muscles around the eyes. A little practice in front of the mirror and you could perfect any look you liked. Sarah blushed while Becky flashed her bedroom eyes. Just like that he had them snared. The first few minutes of conversation were all you needed to tell if a girl was into you or not.

Tom bought the next couple rounds of drinks and continued to spin his web. Becky appeared to be just as interested in hooking up as he was, which was saying something. Sarah was a real sweetheart, but she wanted to win Becky's approval while simultaneously trying compete with her. It was shaping up to be a legendary night.

Chapter 4: Bonding

Becky dropped her keys as she fumbled them out of her purse attempting to open the lock of her and Sarah's shared apartment. They were roommates as it turned out. She giggled as she bent to scoop them off the floor, turning to deliberately present Tom her firm ass. He stood behind her with an arm around Sarah's waist. He took Sarah's hand and slid it up Becky's skirt giving her a solid goosing. Becky gave a pleasant sigh as Sarah blushed furiously, but she didn't take her hand away when Tom stopped guiding it, indeed she slid her hand further in. Becky glanced back noticing who was touching her and blushed a little herself, but in no way looked displeased. She finished manipulating the door and they walked into the apartment.

“We’re going to go slip into something more comfortable.” Becky said, pulling Sarah toward her bedroom. The rest room is over there, and there’s some wine over in the kitchen.

"How about you girls show me your costumes? We're a couple hours into halloween now and I want to see you all dressed up." Tom suggested. He didn't really care to see them in their costumes since he was about to see them naked anyway, but was wearing one himself and needed a way to work it into the situation without scaring off this threesome. He supposed he could just sneak into the bathroom and take it off and stash it until it was time to go, but for some reason he really didn't want to remove it. He didn't give it too much thought though, having enough booze in his system to preclude any careful self analysis, finally. “I’ll freshen up while you change.” Tom said while looking around in an obvious manner, hinting that he was looking for the bathroom.

“Sure, why the hell not.” Becky said laughing, clearly missing Tom’s hint. “Could be good for a giggle or two.” She took Sarah by the arm and pulled her toward the hallway apparently leading to their bedrooms, swaying slightly as she walked. Tom looked around the small apartment, there was a small kitchen nook, the hallway the girls had stumbled down, the door they had come in, and another door slightly ajar, could be a closet, could be a bathroom. He wandered into the kitchen nook and looked into the fridge, no real food but there was a couple wine coolers. Since there was no such thing as enough alcohol he snagged one. He popped the top off on their cheap countertop, and reflected there may not be a such a thing as enough alcohol, but there was such a thing as too much.

He tried the remaining. No luck, it was a closet. Considering what he was intending to do to these two girls he should feel self conscious about searching their small place for the shitter, but somehow that was different. He wandered down the hall swigging the overly sweet beverage as he went, not like he was drinking for the taste. He tried the first door, another closet. This place had good storage. In the second, he found what he was looking for. He approached the toilet, remembering he was wearing a full costume beneath his clothes he dropped his pants entirely, pulling off the shirt at the same time. He stood there wearing nothing but the black suit, still feeling the reluctance to take it off he wondered about the mechanics of taking a leak. Inspecting his groin with his hands he found a well hidden seam nestled in the joint between the leg and main body of the outfit. Pulling it aside he whipped his dick out and took a leak, he was vaguely surprised that this was the first time all night. Usually that much booze had him peeing like a fountain, but whatever. He finished up and put his cock away, more than two strokes and you’re playing he joked to himself.

He spent a little time studying his reflection in the bathroom mirror, still looking sharp. He was thinking about pulling the mask into place, and liquid black tentacles shot from the collar up his face. It seemed to happen in slow motion, but if he had blinked in that moment he would have missed it.

“What the fuck.” he murmured to himself. The painted on snarl was gone, the living black material seemed to bond with his actual mouth. It appeared a little larger, but it did not look out of place. He practiced smiling and found that the white patches for eyes shifted to enhance his expressiveness.

Easy, you’re fine. You’re fantastic. A voice seemed to say in his head. But it wasn’t a voice, it was raw thought and emotion being injected into his brain. Calmness washed over him, and he didn’t have the wherewithal to question it. He looked down at his hands and found they were also encased in the seamless costume. He smiled deeply.

He stepped out of the bathroom and continued down the short hallway. The next door was an empty bedroom. He heard slurred discussion behind the final door, and pushed it open without hesitation. He found Becky in a Poison Ivy costume tightening a red corset onto Sarah who was half dressed as Harley Quinn. It appeared she had not gotten to the bottom half of the costume yet, all the better. The girls gasped at his sudden entrance.

“God daaaamn.” Sarah said looking over her shoulder, turning to face the hulking brute in the doorway to her bedroom. “You are jacked. We hit the fucking jackpot tonight.” Becky nodded dumbly in agreement. Any concern he had of looking weird in the costume was gone. He placed his hands on Becky’s hips and leaned kissing her neck. She leaned her head back giving him better access. He ran his hands up her body and cupped her ample breasts in his hands, soft but firm. He found the zipper on the front of her costume and pulled it down past her navel where it bottomed out. He pulled her tits free and fondled them, and she moaned pleasurably in response. He could feel the flesh of her breasts in his hands, as if the costume wasn’t there. He could feel each tiny bump on her areolas, better than if it were just his bare hands.

. Sarah, pulled the blouse free of her costume releasing her breasts above her red leather corset, that one wasn’t just a costume. That corset and a pair of red fishnet stockings was all she had on, they framed a neatly shaved pussy.. She pressed herself into Becky, sandwiching her between Tom and herself She leaned in and stole Tom’s lips from Becky’s neck with kisses of her own. She reached around both of them and grabbed Tom’s firm ass and pulled them all tighter together.

“I am going to fuck you so hard.” She whispered to the two of them. Tom had apparently misinterpreted the dynamics of their relationship; he had expected Becky to be the alpha female in their little group.

“You have no idea.” he replied. He felt his dick swelling in anticipation. He pressed it firmly into Becky’s backside, against the groove of her asscheeks.

“Oh my god, you are huge.” Becky said. Tom pulled himself free of the little huddle. He grabbed Sarah around the hips, picked her up and set her on the edge of the bed as if she weighed no more than a few pounds. That was not something he was able to do before. He kneeled down spreading her legs in the process. Still clutching her ass cheeks practically holding her aloft, he leaned in and started to tease her vagina with his tongue. She let out a long sigh of anticipation, they turned to moans of pleasure before long. He worked his tongue through her pussy lips expertly, knowing just where and when to apply pressure. He could taste her getting wet and knew it was time to start in on her clitoris.

He saw Becky shed her costume as she walked around the other side of the bed. Now wearing nothing at all she crawled across the bed tits swaying as she moved. She stopped for a few moments to press them into Sarah’s as she lay writhing in pleasure. It didn’t last long as she continued forward and pressed her own pussy onto her roommate’s mouth. This is definitely not the first time these girls had done this. Tom had general rule not to repeat the same girls, but in this case he might just make an exception.

Tom flicked Sarah’s clit with his tongue rapidly, enjoying the pressure as she intermittently squeezed his head between her thighs. He moved a his thumb over to keep up the clitoral stimulation and started to work his tongue deeper into her actual vagina. It seemed longer than usual and he could feel it snake deep inside her. He pressed it against her g-spot and could hear the intensity of her moans of pleasure increase, though muffled by Becky’s dripping snatch. She began to buck her hips and he could feel her pussy contract around his tongue as she orgasmed, hard. His dick was hard as a rock. He pulled his tongue out as Sarah relaxed, ignoring the spark of surprises its length as he snaked it back into his mouth. Becky took no notice; eye closed as she rode her friends face, roughly and with no regrets.

Tom circled to the other side of the bed and approached Becky from behind on his knees. He prepared to pull the seam of the costume open to release his dick, but as he looked down to do so, he saw the material of the suit take on the living liquid sheen and begin to move of its own accord. His dick which had been pressed against his abdomen pushed its way through the changing material. . It stuck out in front of him looking bigger than it ever had. He could see the familiar shape of his own cock, but amplified and covered in inky blackness. He had always been please with his eight inches, but his massive member was now well over a foot long, and the girth had increased proportionally. His balls hung below the shaft seemingly having grown themselves.

He pushed Becky from her upright position down onto her hands, she took the opportunity to bury her head down into Sarah’s already dripping box. This pushed her vagina away from Sarah’s mouth slightly and Tom took the opportunity to slide his dick into her moist mound. He slowly worked it in spreading her labia tight as he buried it home. She cried out in slight pain, but pain that was being over ridden by pleasure.

“Oh, my fucking god.” He heard Sarah murmur from below them. She alternated between teasing his balls and her clit. “You are amazing.”

He continued to thrust into Becky with unflagging stamina. Feeling the pleasure mounting. He could feel her vagina engulfing his dick in a way he never had before. He rode her hard, her breast swinging with each thrust. He barely noticed as Sarah worked her way out from below the writing mass, not being able to keep up with that motion. His hands gripped her ass as he pounded away. He felt the familiar pressure mounting and got ready to blow his load. He had always made a point of wearing a condom in the past. He didn’t want to catch a disease, and he certainly didn’t want to catch a baby. But that ship had sailed tonight, and there was no way he was going to pull out now. He felt Becky’s pussy clench his cock as she orgasmed. He came, each twitch of his cock loading more seed into her gut. It dripped out of her as he pulled out. It was the normal white color, marbled with swirling strands of black, although they seemed to fade to a dull grey as they hit the air.

Just after he came, Sarah pushed him down onto his back and threw a leg over him positioning herself over his manhood. She grasped his cock and directed it toward her hole as she lowered herself. He had an excellent view of her vagina and could see how far she was stretched as she enveloped him, he seemed even tighter as her womanhood enveloped him. She winced as he entered her, biting her lip but clearly savoring the sensation.His dick was so sensitive he could feel every fold and nuance of her vagina. Once she was all the way down she sat still for a moment before starting the rhythmic movement. Her breasts bounced appreciably as she moved herself up and down his shaft. She started to moan with each movement. He had never had any trouble staying hard between fucks before, but he was surprised to feel the moment of no return approaching again so quickly. There were no thoughts of disappointment at the realization. Just before he got there she cried out and ground herself into his pelvis harder than ever, all he needed to go over the edge. He came again, it felt if anything, even better than before. He deposited another huge load of cum in a stranger.

She collapsed into a heap between him and Becky. They laid basking in the glow of this unprecedented fuck fest, no body moving. He glanced over at the two girls, laying hand in hand, eyes closed with the slow steady breath of sleep and sex fluids drying on their thighs. Tonight was fantastic, but he never spent the night. It was always best to go to her place, and be gone before morning. He sat up, a part of him felt spent but somehow he felt stronger and more awake than ever. He slipped out of the room without making a noise. He stopped in the bathroom to collect his clothes and headed out of the little apartment.

The night was silent; most people were resting up for the real action tomorrow night. With a slight detour he could hit up mainstreet on the way back to his apartment. He had a building to piss on. The costume made him nearly invisible as he walked down the street. Whatever the boots were made out of they deadened his footfalls on the pavement. He felt so good he tried running for a while, just for the feel of it. His feet were still quiet as they hit the ground. He ran faster than he had ever run before, but barely felt winded, especially odd considering how much he had had to drink. A car turned a blind corner as he crossed a side street and he cleared it in a single leap. The car didn’t turn or brake, never even saw him. He slowed to a walk as he got down town. It was closing in on 4 am and the place was dead. After the bar closed it didn’t take long for people to get their late night pizza and head off to bed, or someone’s bed. He stopped as he got to the post office, looking around. There was the bookstore next to it, but no curio shop, not even the out of place brick building it had been in. Forget about it. The thought/feeling didn’t originate with himself although it was in his own head. Nonetheless, he decided it was good advice. He stopped to relieve himself in the bushes in front of the sub-shop, a good old stand by, and headed home.

Chapter 5: Awakenings

Tom woke in his bed to light filtering in through the window next to his bed. He knew that for the sun to be shining on this side of the house it had to be afternoon, not an uncommon time for him to wake up. He felt strangely good though, more energized than he usually did after a booze fueled night of debauchery. He swung his legs over the side of the bed and saw them covered in the material of the suit. Memories of odd experiences seeped back into his consciousness. He thought of these as “grey-outs” from his extensive experience drinking himself stupid. Not quite a blackout, he knew roughly where he had been and what he had done but the memories didn’t quite add up. He seemed to remember thinking the costume was alive, the way it moved to cover his face with the mask on its own, but such things weren’t possible. He distinctly remembered the costume forming on his cock, had he really banged those girls through the material of the costume?

He made his way to the bathroom for the morning routine. He looked in the mirror, the costume still covered his face. Whatever had made him think that the costume increased his musculature was dissipated. He didn’t appear to be bulky now, if anything he looked a little smaller than usual, probably just in comparison to his alcohol induced fantasy of being so big. He searched along his neck to find the seam, but it wasn’t there. The material was clearly just a single piece. He started to get frustrated and started muttering between his clenched teeth.

“I just want this damn mask off.” as soon as the words left his lips the material on his head turned liquidy and slowly retreated to reveal his face. The final effect reminded him of the hood astronauts wear in their helmets, just his face protruded from the inky blackness. His breath hitched and his heart rate quickened as he watched something he knew to be impossible happening right before his eyes. “Holy shit.” he said to himself. One of those girls must have slipped him some extra drugs or something and he was riding out the last of the effects. That would explain a lot.

No Tom, this is real. This time the foreign thoughts in his head did come in the form of a voice, but they still carried the undercurrent of injected calmness.

“No, anything that has to insist that it’s real clearly isn’t” Tom argued with himself. He checked to see if he was dreaming, the sink had the gritty detail of reality. The room didn’t shift around the idea of his bathroom, it was his bathroom. As he tried to determine if this was an acid trip or a dream or what the black layer of, whatever this was, pulled back from his hands. It slowly retreated up his arms revealing his own skin beneath. His hands looked smaller and his skin a lot fairer than it had before. He turned the light on in the bathroom, wanting a better look than the afternoon sun could provide. His face looked fairer as well, not only was all his stubble gone, but his lips seemed fuller, his cheekbones higher and jawline softer. His face still looked like his own, but it had a distinct feminine aspect to it.

He felt eerily calm despite seeing things that just did not fit his understanding of the world. That was saying something too, through research, science, literature and even hard drug use he had always tested the limits of his reality, this clearly did not fit in. It didn’t feel like a hallucination, nor a dream, but it had to be, he reasoned.

This is not a dream. The black material shifted; it dropped the pretense of being fabric and took on the feel of flesh, it felt like his own skin was crawling across his body. The blackness shrank back more revealing his shoulders and biceps. The familiar lean muscle mass was toned down, still fit, but softer. The material pulled back from his scalp revealing his dark hair, but as the living blackness retreated below his neck long dark curls spilled over his shoulders. This cannot be real. He had had some bad trips, but this was the first time he had considered seeking help, but his feet were rooted to the spot.

This is not a drug trip. He actually seemed to be getting shorter in front of the mirror. He could see it as the relative height of the mirror and the sink basin moved upward. He could feel a vague sense of compression on his spine and legs and around his waist. He felt an even more unsettling stretching and bulging in his hips and ass, even his chest. We are one. I can shape you just as you can shape me.

“Get off of me.” Tom said half heartedly. He looked down at himself as a pair of breasts formed beneath the second skin. He grabbed them with his hands and felt an unfamiliar sensitivity and pleasure. New nerve endings seemed to come to life as he massaged his new tits. The blackness slipped from between his hands and his chest, he could clearly see the increased size of his nipples on the front of what must be D-cup breasts. They were erect and a wave of pleasure washed through him as he rubbed them with his fingers. The blackness stopped moving down his body once it passed his breasts and seemed to reform an edge taking on the feel of soft leather.

I can’t leave you, not now. You could sooner command your blood to leave your body. He looked down past his perky new tits and saw that It had retreated up his legs to reveal toned calves and was steadily sliding up his porcelain thighs. He noted the curve of his groin and knew that his manhood was no longer beneath It. Just as the thought registered in his brain he saw the twin curves of vaginal lips form where his penis had been, and It pulled back revealing a fully formed vagina. He moved a hand from his chest to explore his new equipment. How many times in his life had he reached down like this to grab the shaft of his penis, but now his palm lay flat against his body with his fingers cupping a familiar, and yet totally alien, vagina. The blackness stopped moving, and he looked like a stunning woman wearing tight black leather corset.

“Why?” he asked in a much higher pitched voice. He began to stroke the side of his clitoral hood with his finger. He knew how it worked for other women, it should work the same for him. Start on the outside to get the juices flowing before diving in to attack the clitoris directly. He continued to stroke feeling the pleasure building slowly but steadily. He shifted his finger lower and found the sensitive little nub as if by instinct. He began direct stimulation, aware of the feel of the folds of his labia shifting as he fiddled himself. The pleasure soon surpassed anything he had felt as a man, even the best sex of his life just the night before. The pleasure, the tension just kept building; normally he would have orgasmed long before this level, but every moment was new ecstacy.

She made me. He orgasmed. Hard. The feeling was centered deep inside him, but it spread through his whole body. It wasn’t the quick release of the male orgasm he knew so well, but repeating waves of pleasure. They washed over him, each accompanied by a contraction of his vagina. He felt his chest and his face flush red. He heard a female crooning of pleasure, and slowly came to realize it was his as the moment passed. He gripped the edge of the sink panting heavily. Whatever drug induced fugue this was, it was totally worth it.

Chapter 6:

He stared at the woman in the mirror, she was everything he had ever dreamed of. He had no choice but to accept the reality with which he was presented. He studied his flawless skin touching his face. He could play it cool, stay in the apartment and ride out the trip, or wait to wake up from this dream. He practiced a smile, amazing, too much detail for a dream. He would stay in the apartment. If Tom suddenly decided he could fly, he was the sort of person who would try and take off from the ground, not the roof. He practiced engaging the subtle muscles around his eyes, he looked stunning. There was none of the fuzziness of a drug trip, his mind seemed sharp apart from the unexplainable situation he found himself in. Looking over the shoulder of his reflection he saw someone standing in the doorway with a supremely pleased smirk.

“It’s different, isn’t it?” Elizabeth said. “The female experience, it’s much more… complete.”

“Elizabeth?” he asked dumbly, clearly it was she. “How is this possible?” He turned to face her, imploring.

“What could I say to convince you? The short answer is: I’m a witch. The full explanation is much more involved, but even now standing there with your new tits out and a pussy nestled between your legs you refuse to admit that his is real.” she explained. Tom flushed at the attention brought to his new supple body. He moved to cover himself but the black corset shot upward and downward in thick tendrils reforming into a black cotton towel wrapped tightly around his new form.

“But witches aren’t real.” Tom insisted.

You know it to be true. You can feel it. You are living it. Tom fought back against the intrusion of thought and emotion, to no avail.

“Says the woman bonded to a symbiote, who was a man when he woke up this morning.” Elizabeth replied curtly.

“Ok, suppose I admit this is happening. How did it happen, exactly? Why did you do this to me. What is this thing?” he asked.

“She” Elizabeth began, stressing the word, “used to be a human being. As did this one.” She stroked the hem of her black skirt and it exploded into a mass of tendrils which shot around her body reforming into a pair of slacks and a button down shirt. “I used to be a bit of a hedonist, Tom, a lot like you. I wanted to feel everything I could. I wanted to experience everything. I chased sex, men, women, couples, orgies, drugs, you name it I tried it. That craving had everything to do with how I acquired the powers I have now, but that’s a story for another day.”

“One thing that I never could find was meaningful love, so I decided to take it forcibly. I came across Granida and Daifilo” she explained gesturing toward Tom and herself respectively. “I captured their souls, or so I thought, boiled down their essence and trapped it in these living garments intending to step in and out of their mutual bliss as others would dawn a cloak, but one cannot snare a soul and without that there can be no love. I was left with only the basest of their emotions and a vacuous shell of intelligence, though obedient.” Tom marveled at her story. He thought her mad, though he was apparently wearing Granida as a towel.

“I didn’t know how I had failed at first. I tried to partake of Daifilo’s love, taking his essence upon me, but all that was left was lust. I soon found that he was able to enhance the pleasures of lovemaking, but once I had I found that I could not bear to part with him. I found the proper technique which I could use to separate him from myself, but I lack the will to do it. I believe you will find the same to be true. Truly, I missed the mark with my hubris. Still, there are benefits the sex as you noticed. The shape shifting was a surprise, leftover magic from the spell I used to transform them in the first place. The shape shifting in turn provides some extra bonuses, increased strength, improved healing.

“You’ll learn to control the transformations, she’s bonded to you now. She started off acting on my simple instructions combined with your own thoughts and desires.” Tom started off with a simple experiment; to transform the towel, Granida, into a bathrobe. He pictured the desired state in his mind and pushed it back toward the source of the intruding thoughts. She responded immediately, but more calmly than before. The towel smoothed and lengthened, sleeves forming and snaking down his arms as the hem of the silky negligee approached his knees. “That, Tom, brings us to the ‘why’. It took me months to figure out how to do what you just did in mere moments.”

She took a step forward, placing a hand on his curvaceous hip, another step and their bodies were touching, stomach to stomach, breasts rubbing together. The feel of her skin touching his with the forsaken lovers enhancing their touch was electric. Their lips touched and all concerns of reality were blown from his mind. All that was left was the lustful ecstasy between them. Their tongues tangled darting in and out of each others mouths.

“Because you are smart..” she said breathily pausing to spit the words out before latching back onto his face.

Granida and Daifilo dropped all pretense of resembling clothing and writhed around their bodies as they embraced. The liquid dark pooled on their breasts and crotches and thick bands of inky blackness swirled across their skin bringing impulses of pleasure as they passed each spot. Tom could feel the weight of his breasts increase and glanced down to see both his and Elizabeth’s enlarge under the power of the symbiotes, driven by their own lust.

“.. and you have a driving thirst for knowledge…” she said before putting a mouth on Tom’s erect nipple. They were so sensitive. If she kept this up he thought he would orgasm just from this suckling

“... and power…” in a quick pause before shifting her plump lips to the other breast. Elizabeth grew larger right before his eyes, muscle increasing in her arms and legs and her already defined abs bulged. She picked picked Tom up effortlessly and he instinctively spread his legs to allow for better access to his updated pleasure center. He looked down beyond his heaving tits and saw the lips of his dripping vagina individually covered in a thin sheen of the transformed lover, greatly increasing his sensitivity.

“... and you appreciate the pure pursuit of pleasure…” Tom registered the words she was saying, but hardly cared. She gave his pussy a savory kiss, sucking on his clitoris. Flicking her tongue between his folds, doing everything he would do to bring a woman to a quick climax. It was exquisite. He was certainly aroused enough to take whatever she was going to dole out with her mouth. She stopped just shy of allowing Tom to come. He wanted to grab her head and force her back down, but he let the scenario play out. He didn’t believe she was going to stop now.

“I’ve searched a long time to find a kindred soul.” Past his womanhood he saw Elizabeth’s clitoris similarly coated, growing in size. It quickly grew the glans of a penis and he could see her labia reform into a scrotum which quickly filled two large testicles. Her legs lengthened to raise her new manhood to the perfect level to be driven deep into him. Still her breasts remained as the the feminine curves of her legs, hips and waist, even if well layered with muscle.

“You have in you, everything I have in myself.” Before her cock finished growing she quickly slid it into his quivering box. The new sensations overwhelmed him; not as intense as rubbing his clitoris had been, but fulfilling in a different way. After a few thrusts he was lifted clear off the sink. He gripped her shoulders as he felt the strength in his arms increasing.Wrapping his legs around her waist he rode her massive cock as fast as he could. His breasts bounced as he gyrated up and down. He found he could adjust the angle of penetration so her huge dick rammed against the front wall of his vagina, his g-spot, with every movement.

“You certainly have my attention.” Tom said between gasps of pleasure. Each time her cock slammed into him he inched closer and closer to the edge. It was not long before he was crying out at the top of his lungs as the most intense feeling he ever had coursed through every fiber of his being. He tightened his grip on her shoulders, but even his improved strength was not enough to hurt the slab of muscle across Elizabeth’s shoulders. His vagina clenched and unclenched around her rock hard penis. Tom’s orgasm was enough to finish her off, he felt her dick pulsing rhythmically as she filled him with her cum.

“I am still searching for that love which I could never quite find.” she said. He wrapped his arms around her neck and kissed her affectionately. Still enjoying the feeling of fullness in his nether regions.

“I don’t have much experience in that particular subject, but I might point out that tricking someone into bonding with the last essence of transformed soulless shell of a former woman isn’t the best way to begin a relationship. There’s a good chance that you’ve won me over despite that.”

“Let me show you how this is really done.” He dropped his feet to the floor and willed the symbiote to transform him. He grew taller, scooped her up in his arms, feeling a familiar pendulous weight reforming between his legs, and carried her off in the direction of the bedroom.