I looked down at my cock pumping in and out of Gene's pussy, he was underneath me, panting hard.
"Fuck dude.... mmmm... fuck..."
I kept thinking this wasn't real, I was fucking my best friend! Truly fucking him!
Mel was in the corner jerking her huge cock, it towered in front of her. She grinned and walked over. Placing her cock between mine and Gene's face we both began to suck on the huge dripping head. She flicked her nipples and pumped in and out of our mouths slowly. I pulled away making Gene moan unhappily. I wanted to watch them fuck! The image in my head was too much to not want to see!
"I wanna watch you fuck him Mel." I sat in the chair no and began to jerk my thick 9 incher. I watched as Mel positioned and entered Gene with her 12 inch monster.
'Fuck this. I wanna be bigger, I'm the guy!' I leant down, not taking my eyes of the action. I shone the light down, not looking and felt my cock change....
It grew and grew, It now surpassed Mel's 12 incher and was easily 15 inches. I felt so heavy, fuck it was beautiful.
I looked over at Mel, who was now staring at my throbbing monster of a cock. I could almost see jealousy in her eyes. Gene was staring too, only his was pure lust.
"Gene? Which do you prefer?" I shook my cock at him and Mel frowned, obviously annoyed. It was the first time she'd met someone bigger than her!
Gene looked from me to Mel and back again. He shrugged at Mel and she pulled out of him, reluctantly. I sat there, my cock towering from my groin and leaned back in the chair. "Climb on mate" Gene stood and almost bounded over the room to me, Mel sat on the bed, looking crestfallen, jerking her cock, still huge but compared to mine it was no match!
Gene raised up on tip toes and sat on my cock. He gasped it was filling him completely, he was loving it too.
He looked down at me, I was supporting his weight as best I could. I took the light and shone it over my arms one at a time and then my chest and abs. My biceps bulged, bigger muscle forming. I then felt his weight lessen. He was actually real light now. I lifted him easily up and down on my cock.
I leant into him and whispered. "Who's better dude?" He looked at me, his face a picture of confusion. He was obviously torn, he loved Mel but I was a perfect man now. I could even get better with the light.
He whispered back. "Fuck Pete, you, don't tell Mel but if you stop fucking me I'll kill you dude." I smiled and shone the light over my legs and feet, watching the hair and muscle increase. I was taller now too. Gene was a big guy, at least 6'2" and well muscled but he looked so much smaller now. I then turned the light pink, full and lifting him off with one hand shone it on his crotch.
It became more feminine, his lips plumped up and he shuddered, his clitoris had swelled too. It was now visible easily and was the size of a small button. I lifted him high and licked it, I could actually suck on it. He bellow out as a huge orgasm shook him. I lowered him on my cock again and resumed invading his tighter, warmer pussy. I could do this forever....