The Last Laugh

By Circe


Author's Note:  This is one of a series of stories based on a long-running relationship between a modern-day witch and her mortal boyfriend.  They enjoy playing intimate games together fueled by her magic.  This is the story of one such game.



"You're not going to fuck me tonight," she told me, her eyes twinkling in the dimly lit room.


I ignored her at first despite her unusually crude talk and continued teasing her nipple through the fabric of her night gown.  I moved my hips a little, making my underwear-stretching erection rub against her thigh.  She placed one hand on mine and repeated, "You are not going to fuck me."


I raised an eyebrow and deliberately stroked her nipple with my thumb. "Oh?  Why not?"


She smirked and I knew I was in trouble.  "Because you're a girl!"


My own nipples were suddenly very sensitive as they pressed against her silk-clad chest.  She giggled and mimicked my nipple-teasing, making me squirm as her fingers caressed and tweaked my new teats.


I narrowed my eyes as I realized what the game was.  "I am a man!"  My cock grew even harder and longer against her and my nipples stopped sending erotic pulses through me.  I smiled broadly and began undoing her nightgown.


She shook her head.  "No way, you're definitely a woman!"  This time it did not stop at my nipples.  Small breasts pushed out of my chest and rested in her waiting palms.  My hair was tickling my neck and shoulders as it grew.


I tried to ignore the attention she was giving to my teenybopper bosom.  "You are obviously mistaken," I informed her and slid my underwear off.  My freed cock was longer than normal, at least nine inches long and very thick.  I gripped it and rubbed its head against her nether regions and was delighted to find that she was not wearing any panties under her gown.  Soft warmth greeted my cock and for a moment we both were lost in the sensations.  I pulled her closer and whispered in her ear, "I'm a man!"  My cock swelled to at least twelve inches in my hand and the enlarged head parted her nether lips as it grew.  My nascent breasts flattened out once more, but I realized that my nipples were still too big and too sensitive, and my hair was still falling around my shoulders.  That was a bad sign; I was losing ground.


She whimpered and bit her lip and I knew she was fighting off an orgasm.  Finally she gasped and opened her eyes.  "That was very naughty," she told me.  "For such a sweet young lady!"


I cried out this time, in a voice that rose at least two octaves as I did so.  My whole body shifted, hips widening, ass curving out, legs and arms thinning – and of course, my chest expanding into average-sized breasts.  My skin was smooth and fine and sensitive against the silk sheets.  Hair spread all around my on the bed as it grew, thick and blonde and curly.  She watched, delighted, as I changed.  This time she did not stop at teasing and leaned down to suckle at one of my new mammaries.


The sensations were incredible as her tongue and lips tormented my nipple.  My cock bobbed up and down with my heartbeat, apparently unconcerned that the erotic stimulus it was getting came from a very female piece of anatomy.


"You're really evil," I told her, panting between words.  My voice was indeed very sweet, just as she had said.  She giggled but did not respond.  Instead she upped the ante, one of her hands reaching out to play with the other nipple.  "How could you do this to your husband?  After all, I'm the man of the family!"  On the word ‘man', I once more reverted and my cock grew even longer.  I had lost more ground though.  My breasts did not entirely go away and my body was still hairless and smooth despite the return of my muscles.  And my new blonde tresses refused to go away.


She released my nipple and pouted.  "You are so stubborn," she told me.


"Look who's talking," I retorted, and then clapped one hand over my mouth as I realized that my voice was still sweet and feminine.


She dissolved into giggles.  "Oh that is so precious!" she said.  "Say something else!"


I stuck my tongue out at her, and then opened a new front by rolling on top of her.  My unwelcome golden mane fell around both of us.  I ignored it and undid the little bows that held her night gown together, smiling as her slim feminine form was revealed.  I leaned down to kiss her and wiggled my rounded hips, making my still enlarged and excited manhood slip along her damp sex.  Her musky scent filled the air as her moistness coated the head of my cock.


"Oh, still trying are we?"  She deliberately reached down to grip my cock as she said: "I told you, you're not going to fuck me.  How can you when you're such a buxom babe?"


A lot of things happened all at once.  My breasts swelled again -- this time until they were even larger than hers.  I could feel my thick new nipples pressing into her firm bosom.  My hair was even longer, pooling around me on the sheets.  I was smaller, shorter than her now – I could feel my feet sliding up her legs as I shrank.  The oddest and most disturbing feeling, though, was my cock growing smaller in her hand.  The skin slid along her fingers as it shrank and cool air caressed the head as it slid from her soft lips.  It finally stopped at something approaching its normal length.


I shuddered at the combination of sensations and nearly came.  I licked my lips and was not surprised to find them larger and softer now.  Was that lipstick I tasted?  I looked down along our intertwined bodies and realized that except for my cock I was completely, voluptuously, and undeniably female.


I realized then that she was watching me take inventory of my altered physique.  She grinned and kissed me softly but urgently.  Her arm wrapped around me and I was surprised at its size and strength.  Her fingers tightened their grip on my penis and gave it a playful squeeze as the kiss ended.  "One more time, I think," she said in a thoughtful tone.  I held my breath a moment as I waited for her to say the words that would complete my girlish transformation...and then realized she was still looking at me with an arched eyebrow.


I may not be the smartest guy (or almost-but-not-quite-girl) around, but I finally realized that this was a game she wanted to lose.  "Only one problem," I told her in my sexy new voice.  I deliberately wriggled against her, making my bigger breasts slip and slide against hers.  "It's my turn, and I am definitely a man!"


Her grin let me know I had gotten it right as my cock once more surged in her hand.  It returned to its previous length, her fingers spreading around its girth.  Nothing else changed though.  If anything I felt even smaller and more delicate.  My breasts seemed even larger and firmer.  None of that bothered me.  In fact, I realized I liked it because I was a girl in every way that mattered – and I knew exactly what she wanted from me.  After all, it was what I wanted now.


I lowered my soft lips to her breasts and lovingly licked her nipples, one after the other.  I slowly suckled at one and used my dainty fingers to keep the other achingly hard.  All the while, I rotated my wide hips to make my penis lightly tease her womanhood.  She writhed in pleasure under me and whimpered into my hair.  I was so jealous and found myself wishing she were the one with a cock.


I was enjoying the effect I was having on her, though.  I smiled as I watched her panting and moaning and knew that there was one thing she needed now.  I gripped the base of my manhood and pressed it firmly against her engorged nether lips.  My cock felt alien in my tiny hand, the dense fleshy shaft all too male for my new girlish self.  The strangeness of it excited me though.  I was smaller than her, more feminine – but that heavy remnant of my masculine self pulsed with potential and need.


I teased her for a moment, pushing the head of my cock in and then slipping it out.  Her hands reached down to grip my slim waist, urging me in.  I stopped teasing then and gave her what she wanted.  My cock, slick with her juices, pushed slowly, inexorably, into her waiting depths.  We screamed girlishly together as I pushed in to the hilt, my enlarged manhood stretching her sex to its limits.


I kissed her once more as I began to rock my hips.  She wrapped her longer legs around me and returned my thrusts.  It was the oddest love-making session I had ever had.  Our soft skinned bodies and intertwined delicate limbs, our heaving breasts and girlish moans, all were in stark contrast to the heavy rhythm of my shaft thrusting again and again into her.  My fleshy new bottom wobbled with every thrust in a way that both distracted and enthralled me.

It was not long before she gave a glad cry and began to orgasm, her pussy gripping my cock tight and pushing me over the edge as well.  I felt the familiar and yet alien sense of release as I joined her in pleasure.  I could feel myself filling her depths with my warm masculine cum and once more I felt a flash of jealousy.


We lay together like that for long moments, catching our breath.  I kissed her softly, like I would want to be kissed.  I could not resist, though, and told her "I won!"  The fact that I sounded like a woman in heat did nothing to hide my glee.


She laughed and rolled us over so that she was on top of me, my cock still buried in her depths.  I realized just how small I was now, as her weight pressed down on me.  She leaned back and began to ride up and down on my cock, which was growing hard once more.  She reached down and cupped my big tits in her hands, then looked me square in the eye.  "Who said the race was over, girlfriend?"


I yelped and squirmed underneath her but could not escape.  My breasts quickly overflowed her hands and the nipples became as thick as her thumbs.  I shrank even more, though my ass felt like twin pillows beneath me as it swelled.  And worst of all I felt my cock slide quickly out of her, the sensation making me cry out in pleasure and shame.  A loud slurping noise accompanied the retreat of my penis and increased my embarrassment.  I blushed as I realized it was gone, and her nether lips were rubbing against my own.  My cock had been completely replaced by a girl's sex and I was happy and embarrassed and excited all at the same time.  She continued rocking her hips and I whimpered, whether out of shame at losing my manhood or in delight at my new womanhood I could not say.


She smiled in a satisfied way and played with my massive breasts.  "I may have overdone it," she said thoughtfully.  "You look like a Barbie doll.  A really slutty one.  Maybe I'll call you Barbie.  What do you think?"  I blushed even more, my cheeks and neck burning.  Even the tops of my mountainous breasts were turning pink.


"No fair," I told her.  "I won, you just don't want to admit it."  I could not figure out what she was up to – normally our little game would have ended by now and she would be restoring me to my normal form


She smirked.  "Oh, yeah, you won."  Her hands held up my breasts and then let them drop against my chest, making them wobble like balloons filled with Jell-O.  "You know what I think?" she asked and then answered her own question.  "I think you like being a girl."  She reached behind herself and under, and I felt her finger begin probing my new lips.


I considered denying it, but knew that was what she wanted.  I was getting tired of the game and wanted to get back to my normal self before I started liking it too much.  "Yes I do," I told her.  "After all, you made me a girl all the way, and I don't just mean down there."  I wriggled my hips so that my new womanhood ground against hers and her exploring finger.  There, I thought.  Maybe that will shock her enough to end this.  She did not need to know just how truthful I was being.


She considered that for a moment and I saw an evil gleam in her eye.  I guess I should not have been too surprised when she announced.  "Oh really?  Then let's just give you the total experience, shall we?"  With that I felt a new presence pressing against my newly minted pussy.  A hard, pulsing presence that began to uncomfortably spread my tender fleshy lips apart.


I looked down between my new breasts and groaned.  She had given herself a cock, one that looked like it matched the size of my own just before she transformed it.  It was trapped between our bodies, its underside pressing against my new sex.


"You wouldn't," I told her in my sexy little voice.  "Would you?"

She grinned and did not answer, at least not verbally.  She pulled back her hips and let her thick cock head rest in the slippery folds of my excited pussy.  She leaned down and kissed me aggressively.  Her tongue darted between our soft lips as her cock ground against my hard little clit.  She leaned back a little and looked me in the eye.  "I won't," she whispered seriously, "if you say no right now.  Just say no if you really don't want this."


I hesitated for a moment and I could see disappointment begin to filter into her eyes.  I reached up and wrapped my delicate arms around her and pulled her down for a long slow kiss.  This time I explored her mouth with my tongue.  When it was done I gave her an equally serious look.  "If you don't fuck me right now as hard as you can I will never forgive you," I told her in my sweet soprano voice.


She blinked, and then smiled, and then with a slow hard thrust made me a complete woman.  As a man I could not have imagined the sense of anticipation, of an emptiness aching to be filled – or the wonderful feeling of wholeness as her thick shaft filled every inch of me.  My whole body was alive with erotic sensations – her lips on mine, my nipples pressing stiffly into her breasts, our sleek, sweaty bodies sliding against each other.  I loved everything about it, especially the fact that it was her filling me again and again with her newly acquired manhood.


Only a few wonderful, delicious moments passed before she groaned loudly and arched her back.  I held her tightly to me as she came, knowing what she was feeling. I held her through the shuddering climax and giggled as I felt her cock begin to soften inside of me.  "I'll have to call you ‘Quick Draw'" I teased.


She pouted at me.  "I'm sorry!  I was too quick, wasn't I?"


I smiled at her.  "It's ok.  It was your first time after all.  I don't think I lasted much longer when I was with my first girl."

She sighed and ran a hand through my hair.  "I'm sorry," she repeated.  "It's just so...overwhelming.  I don't see how men deal with having something like this between their legs all the time."


"We take a lot of cold showers," I told her and then sighed as she slid the rest of the way out of me, leaving me feeling strangely empty.


She gave me a knowing look and said, "I'm going to make it up to you."  Before I knew what was happening she was kneeling between my legs.  Little teasing nips and nibbles became long slow licks.  Her fingers probed and teased and thrust as they explored my new femininity.  It was wonderful and intimate and cast me adrift on a sea of new feelings.  I was not sure exactly when the orgasm started or when it was over; it washed over me like a tide and left me shuddering happily against her and crying like a little girl all at the same time.


We lay side by side trading soft kisses for what seemed like hours.  I had never as close to her as I was at that moment.  We had played kinky games like this in the past, but those had only been about sex.  This game had created an intense intimacy that I did not want to end.


I think that is why my hands continued to caress her larger body, and perhaps why they found their way down her hips to her new cock.  She groaned a bit as I stroked my fingertips across her shaft.  The sensation was familiar to me – the velvety skin covering a growing hardness – but at the same time unsettling since I did not feel the pleasure that she was obviously feeling.


"I should get rid of that, huh?" she said wistfully.


I shook my head.  I was having fun watching it begin to grow, the hard shaft swelling from her silky thighs.  I wrapped my fingers around it and began to pump slowly.  I deliberately looked into her eyes and slowly licked my lips.


"You wouldn't!  Would you?" she wondered breathily, just as I had done earlier.  I giggled happily, unconcerned at how girlish I sounded.  I knelt between her legs and took in the sight of her unlikely masculine appendage.  It was, I realized, just like mine.  It seemed a lot larger to me although I could not tell if it was because it was on her or because I was now such a tiny girl.


I looked up and saw her watching me with anticipation.  Her fingers were playing with her nipples and her cock was responding to the stimulation by swelling even larger.  I kept my eyes on hers, loving the unspoken desire in them as I leaned closer to her cock.  I took a deep breath and then took a long slow lick at the underside of the shaft.  She yelped and squirmed on the bed and her eyes narrowed.


Satisfied, I took another lick, and another.  I was enthralled by the mixture of her normal sweet scent with the musky masculinity of her new sex.  I continued licking until her whole shaft glistened and then gave the head a kiss with my soft lips. 


Her eyes were open once more and I grinned for her as I crawled on top of her.  I straddled her body and slowly raised myself over her.  She gripped her cock and, after a few clumsy attempts, guided its head against my aching new opening.  I hesitated for a moment, gathered my courage, and then slowly sat down on her.  It was even better the second time around – her slick hard shaft slid smoothly into me, stretching my new sex in a delightful way until my fleshy ass met her thighs.  I heard an excited girl moaning somewhere nearby and realized it was me.


"Ride ‘em, cowgirl," she teased and rocked her hips under me.  I yelped and giggled again.  I experimentally rocked my hips and was rewarded with the sensation of my sex sliding up and down her shaft.


"Like that?" I wondered teasingly as she gasped.


"Let's try it like this ..." she said.  Her hands reached up to cup my wobbling breasts.  Her thumbs rested against my nipples and stroked them in delicious little circular motions.


I groaned and began to rock my hips in time with her stroking.  I started slowly, the muscles inside me gripping her tightly as we moved together.  Soon I was bouncing happily on top of her, driving every inch of her into me.  There were so many new sensations; my hair swirling around our sweaty bodies, my breasts bouncing in her hands, and my butt slapping against her thighs.  I wanted it to last forever but soon I was moaning deliriously as another orgasm rolled over me like a wave.  She began to buck underneath me, and a growingly familiar spreading warmth signaled her own orgasm.


Once again we lay panting together and trading soft kisses.  I pouted when her manhood softened and slid from inside me.  I felt empty without its presence and so continued to hold her.  She gathered me into her larger arms and I reveled in the sensation.  Noone had held me like that since I was a little boy and it felt wonderful.


As she fell asleep with me still her arms I wondered if she would change me back in the morning.


With a giggle I wondered whether I would let her.