6/30/99
This is a bit of a strange one. I had originally planned on it being
rather short, but somehow it grew just a little bigger than I had
intended. Still, I hope you enjoy.

Any one who wishes to archive this story may do so, under the 
provisions that they notify me of doing so and that there is no charge for 
it.

SRU: Going Through Some Changes

By Morpheus

	Sitting around my dorm room was getting old real fast.  Lately I'd
been feeling a mixture of stress and boredom, both broken only by my 
frequent visits with my girlfriend Penny and my best bud Brandon.  It 
was  my first year in college and the sudden change of workload was 
really wearing me down, though I always managed to get my work done 
on time. But here I was in college, and I knew I was missing something.  
Like those big wild college parties you hear about all the time.  Nope,
haven't been to a one. Sure there are a few of them on campus, but
usually only with the frats and I wasn't in one.
	My name is Adam Quinn and I'm almost 19 years old.  I have 
dirty brown hair and am an inch short of 6 feet.  Though I'm no hunk, I'm 
certainly not ugly either.  So far college life has been all right, but I had 
to admit that it wasn't quite what I expected. The best thing that's
happened so far was that I had met Penny in my algebra class and we hit
it right off.  She's about 5 foot 7, has dark blonde hair and a lively
personality.
	Looking at my watch, I knew that Penny wouldn't  be done with 
her last class for at least another hour and I was bored. Sure I had a few 
exams I could study for, but I was kind of burnt out on studying for the
moment. And Brandon wasn't around at the moment either, leaving me 
bored and without any worthwhile distractions.  Sighing, I figured that 
maybe I needed some fresh air.  " Maybe the mall?"  I mused to myself, 
taking one final glance at my history book before taking off.

	I walked around the mall without having any particular 
destination in mind, mostly just being there to kill some time.  Walking 
past the book store, I almost went in but figured that I'd had enough 
books in my classes that I didn't really need any more at the moment.  
Instead I just kept walking, stopping several minutes later when I saw a 
store that I don't remember having seen before.
	What caught my attention about the store was that unlike the 
other stores in the mall, this one actually had a front. And a real door. 
Not something you see every day in a mall. Since the place had caught 
my attention I looked it over a little more closely, seeing a sign above
the door that read Spells R Us.  Not recognizing the name, I just
shrugged, wondering just what they sold.  Probably some sort of D&D 
type stuff I guessed.  Or maybe some of those Magic the Gathering 
cards. I knew a couple guys that played that game though I never had.  
Neither of those ideas really appealed to me, but I was curious and the 
only way to find out for sure was to actually go in.
	A bell above the door tinkled as I went in though I didn't pay it 
too much attention. Instead  I glanced around, wondering just what kind 
of shop this was. There didn't seem to be any kind of order to the junk
covering all the shelves.  Then an old guy behind the counter, dressed
up in some kind of wizards robe asks me " Can I help you?" 
 	" No thanks" I told him, wondering if I should bother to even 
look around some more.
	" Are you sure Adam?" he asked again, making me suddenly 
freeze. How the hell did he know my name?  The old guy chuckled, 
saying " Before you ask, I'm a wizard. It facilities dealing with my 
customers to know who they are and just what they need." 
	Snorting, I said " Yeah, sure" and noticed that he looked rather
disappointed. Still, he did know my name and that was an interesting
trick.  " How did you really know my name?" I asked.
	He just shook his head and said " I already told you Adam. I am a
wizard.  And you are here because you need something that I can
provide." 
	I don't really know why, but something about him made me start 
to take him more seriously. " And what do I need?" I asked him 
curiously. 
	The old guy smiled and calmly replied " A few changes in your 
life would be nice wouldn't they?" I nodded, not really knowing what 
changes he meant.  " I have something that you might be interested in." 
he said, reaching behind the counter.
	Moments later, he set a small bundle of cloth onto the counter 
and started to unwrap the cloth.  When he was finished, sitting in the
middle of the while rag was a fairly plain looking ring that looked like
it was made of gold.  And next to it was some kind of necklace or amulet
that also looked sort of like gold, though I suspected that it wasn't.
	" And what are these?" I asked feeling genuine curiosity.  The 
ring looked rather plain, but the necklace looked somewhat interesting. 
The whole thing seemed to have a snake wrapped all around the outside, 
as if looping around several times, and with its own tail in its mouth.
Definitely weird.
	Chuckling, the old guy picked up both of them and held them in 
his hands for a second before setting them back on the counter. "These," 
he said finally, " are very special.  The wearer of the ring is subject to 
change, while the necklace controls the changes." When the old guy saw
that I didn't understand, he explained that whoever had the necklace
could change the body of whomever wore the ring. It certainly did sound
interesting at least.  He finally added with a faint smile " Think of
what you could do with Penny wearing the ring."  I grinned back 
thinking about it in anticipation.  If this actually worked, it could 
certainly be interesting.
	However I still wasn't sure that it was real and told the salesman
so. He just sighed and said " So many skeptics." Shaking his head 
slightly, he told me " If it isn't really magic, you can bring it back here 
for a full refund.  Deal?" 
	" All right" I agreed, eyeing the ring and necklace skeptically.  " 
But how much do they cost?" 
	" Ah" he said grinning broadly, " The subject of money.  
Together they come to sixty dollars."  I groaned loudly knowing that this 
was going to drain me.  Fortunately he promised me that I'd get my 
money back if it didn't work. If they didn't though, I knew I was going to 
feel real stupid anyway.
	After handing over the money, the old guy gave me the ring and
necklace, wrapped up again in the cloth and stuffed into a plastic bag.
" I hope you enjoy your purchase Adam." he told me.  Thanking him, I
turned and left, eager to get home and show what I got to Penny.

	Later that night in Penny's apartment (her parents didn't want her
living in the dorms), I told her what had happened to me at the mall.
She laughed, saying " Common.  Magic?  You can't be serious." 
	" Sure" I told her with a grin, " You never know until you try it.  I
held out the ring adding " Wanna try it on?" 
	She chuckled saying " You first." 
	I shrugged and grinned back at her, sliding the ring on my own
finger. A strange tingling sensation ran through me for a second, 
catching me by surprise.  " Whoa" I said, staring at the ring in 
amazement.  Maybe this was real after all.  " Here goes nothing" I said 
holding the necklace in my hand, thinking about the changes I wanted to 
make.
	Almost immediately I felt the changes starting to happen, and I 
looked at Penny grinning as she gasped in surprise.  " What do you 
think?" I asked, flexing my now larger muscles.
	" My God" she muttered, staring at me in awe. " I can't believe it. 
It worked." 
	" Told you so" I teased her, not admitting that I'd had serious 
doubts but it myself until just then.  But with me now looking almost like 
a body builder, I certainly couldn't deny that it was real.  I only wished
that my clothes had grown too. They were definitely too tight.  So with
a quick use of the necklace, I was back to normal, with my clothes once
again fitting me comfortably.
	" Let me try it" Penny pleaded.
	Still grinning, I handed Penny the necklace and started to pull the
ring from my finger. Gasping, I struggled with it, finding that it
wouldn't budge. It had slid onto my finger with absolutely no problem,
but now it was refusing to come off.  " Damn" I swore, getting rather
frustrated with it, and perhaps a little nervous.
	Penny chuckled, holding the necklace tightly with a look of
concentration on her face. I didn't like that at all. Suddenly I could
feel myself changing again and gasped in surprise.  Quickly I pulled
down my pants and found that my cock had grown bigger. " Looking 
good" 
Penny said smirking, walking over to me and touching it.  Almost
immediately I started to get hard.
	" Shit" I said in awe, staring at my fully erect member. It looked
to be about 10 inches.
	Winking at me, Penny backed up and set the necklace down on a 
small table, then said " Common big boy, let's try that thing out."  
Without needing any further invitation, I quickly followed Penny into 
her bedroom.

	Several hours later, Penny looked at me with a broad grin on her
face. " What a monster" she said, licking her lips suggestively.  " Wait 
here" she told me, crawling out of bed, " I'll be back in a minute." 
	Sitting up on the edge of the bed, I waited for Penny to finish 
going to the bathroom, examining my enlarged cock in amazement.  
While I was waiting, I tried pulling the ring off again, though to no more 
effect than the first time.  It was like the damn thing was superglued to 
my finger or something.
	Just then I became aware of my body suddenly changing again.  
Penny, I thought to myself.  I could feel it in my whole body.  It was like 
I was stretching, and when I looked at my arms, I could see my muscles 
getting bigger yet again.  I could feel them swelling larger and larger, 
and me getting stronger and stronger.  In just moments it had stopped 
and I started examining my body in amazement. I was huge.
	Then I heard Penny's voice asking " Ready for some more lover 
boy?"   I looked up and saw her standing at the door to her bedroom, a 
broad grin on her face and the necklace in her hand.
	" You'd better believe it" I said grinning back.  Within seconds 
she'd dropped the necklace and jumped at me in bed, eager for more 
action.

	The next morning we used the necklace to change me back to 
normal size. Or at least my muscles. It would have attracted a little too 
much attention for me to have suddenly gained 50 lbs of muscles 
overnight, so they had to go.  The other change however I wanted to 
keep.
	" The damn thing still won't budge" I complained to Penny as I
struggled uselessly with the ring.
	" Maybe this will help" she suggested, going to her kitchen and 
coming back with her dish soap.  After trying that, and just about 
everything else we could think of to loosen it, I finally had to give up or 
I'd miss my class.  " We can try again later" Penny suggested hopefully,
looking a little disappointed. I guessed that she still wanted to try it
herself.   
	Knowing that I'd have to stop by my dorm room for my books 
before class, I told Penny goodbye and that I'd see her later. She just 
grinned back mischievously and I suddenly noticed that she had the 
necklace in her hand.  As soon as I felt the shifting sensation in my 
groin, I quickly pulled down my pants, wincing as I saw my cock. It was 
no longer the 10 inch monster it had been, but was instead only an inch 
long. " I look like a fuckin kid!" I exclaimed, obviously not very happy 
about this.
	Penny giggled, then said " I just wanted to make sure you didn't 
get to use that monster on anyone else" 
	" Aw come on" I begged, but to no effect as she just giggled 
again and slipped the necklace over her head, giving me a smug look as 
she did so.
	" Besides" she continued with a grin, " Now you have to come 
back here after your classes.  Bye bye."  she waved at me.  Groaning, I 
left her apartment, telling myself that it would only be for the day and 
that I'd keep the necklace to myself once I got it back.  Still I couldn't 
help feeling sorry for my little buddy.

	My first class of the day went by pretty quickly, even though I 
had a hard time concentrating on the teachers lecture, for fairly obvious
reasons.  After class I hurried to my history class which was next,
impatiently waiting for the day to get over so that I could get back to
Penny's and get my equipment back to normal. This was too 
embarrassing.
	A couple minutes after I sat down in my seat, my room mate 
Brandon sat down next to me, grinning broadly. " Got lucky last night 
huh?"  I smiled faintly and he started laughing.  " I knew it when you 
didn't get back to the room last night.  Penny again right?"  I refused to 
answer that one. I may like to look at other girls, but I do have my 
loyalty.  Unlike some people.
	Brandon grinned at me again, making a few more rude 
comments, which I mostly ignored.  For the most part Brandon and I get 
along great.  He's about 6 foot 1 and considers himself a player.  A 
couple times he's tried hooking me up with some girls, and I have to 
admit that they were rather good looking, but I just couldn't do that to 
Penny.  One thing I do have to admit about Brandon though is that he's 
definitely not boring to be around.
	About halfway through class, Brandon started looking at his 
watch, then finally whispered to me " Sorry man, I've got to run. Can I 
get a look at your notes later on?"  When I nodded agreement, trying to 
pay attention to the teacher at the same time, Brandon gave me a quick 
thumbs up and hurried off to who knows where.
	Just a little while later, towards the end of my class, a slightly
stretching feeling seemed to form around my chest, though I didn't
really notice it at first.  Absently I started to scratch at my chest,
stopping suddenly as my chest seemed soft and jiggly under my fingers.
Something was definitely wrong.  Suddenly becoming aware that 
something was up, I stared at my chest, noticing that it pushed out into 
two slight bumps, each with my nipples poking through my shirt and 
looking larger than  normal.  " What the hell?" I asked aloud, only to get 
a " shhhh" from someone next to me.
	Looking around quickly to make sure that no one was watching 
me, I once again glanced at my chest to make sure that I wasn't 
imagining things. What the hell had just happened to me?  As soon as I 
asked myself this, the answer came to me.  Penny.  She still had the 
amulet.  Shit. 	As soon as class was over, I hurried to the nearest 
bathroom and made sure that I was alone before pulling  my  shirt off.  
There they were, clear and visible. A pair of girls boobs stuck out of my 
chest. They only seemed to be a size A, and not very noticeable at all, 
but they were there.   My nipples were larger than normal too, sticking 
out more than I was used to. As long as I kept my shirt on I knew that no 
one else would notice anything odd. At least I hoped not.   Damn I was 
gonna kill Penny for this.

	Since it was my lunch break, I quickly went back to my dorm and 
got another shirt to wear. One that was just a little larger and looser. I
didn't want there to be any chances that someone would notice my latest
changes.  After eating a quick sandwich, I started off for my next
class.
	What I'd forgotten about until I got to my class was that it was
Algebra, and Penny was in that class with me.  Once I saw her I walked
over and sat down next to her, glaring for a second before demanding
" What the hell did you do that for?" 
	" Who me?" she asked while trying to look as innocent as she 
could.
	" Yeah you."  Give me the medallion so that I can get rid of these, 
I gestured at my chest in disgust.
	" Oh, I'm sorry," Penny said trying to look contrite and failing,
" but I left the medallion in my apartment."  I choked at that, beginning 
to get annoyed with her.  Penny just grinned back and I had a sudden 
suspicion that maybe she didn't leave it at her apartment after all.  Not 
wanting to draw attention by arguing about it in class, I let the subject 
drop for the moment.

	When algebra was over, I gave Penny a quick kiss on the cheek 
and said goodbye, hurrying to my last class for the day.  I stopped 
suddenly though, catching sight of a gorgeous girl.  She was part of one 
of the sororities, and I remember that she had just showed up a few 
weeks earlier.  Though I still didn't know her name, I definitely 
recognized her face, and her assets. But then again, every boy on campus 
did. After staring at her for a moment, I sighed, knowing that I probably
wouldn't cheat on Penny, even for her.  But she would definitely tempt
me. No doubt about that. 
	Suddenly I felt my chest beginning to swell again and grabbed 
my new breasts in shock.  Though my shirt hid them, I could tell that 
they were larger than before, perhaps up to a B cup.  Damn.  Looking 
around quickly, I realized that Penny must have been somewhere around 
there and saw me looking at that girl. This may have proved my 
suspicion about her keeping the medallion right, but at the moment I 
would have preferred being wrong.
	Sighing, I shook my head and tried once again to remove the ring 
from my finger. It was in vain though.  Continuing on to my next class, I
really hoped that no one would notice anything odd.  I would have died
of embarrassment if anyone had.  Glancing at my ringed finger, I decided
that I was going to have to make another visit to Spells R Us and see if
that old guy had something that could get it off.  I didn't know what
else to do.

	That class seemed to be the longest class of my life. Finally 
though the class ended and I went back to my room, relieved to be alone 
at last.  As soon as I was safely inside, I tore off my shirts, finally
getting a clear look at my (shudder) breasts.  They were definitely
bigger and I realized that I was fairly lucky that no one had seen them
pushing through my shirt. I guess my having been wearing a large 
sweater and walking hunched over helped.
	Looking at them, I couldn't help but think how odd they both 
looked and felt on my chest. It was strange having that extra weight 
there. And dead weight at that.  It was like my chest was really fat or 
something. Curious, I stared at the large nipples and shook my head, 
deciding that I'd have to get the medallion back as soon as I could, then 
find out how to get that damn ring off.
	Suddenly the door swung open and Brandon came rushing in, 
stopping just as suddenly with his mouth dropping and his eyes fixed 
onto my chest " What the fuck?!" he demanded, staring at me in shock.  
Looking up to my face briefly, then back down to my chest, Brandon 
asked " Did you get a fucking boob job?  What the hell, you were normal 
the other day." 
	I flushed with embarrassment and reached over for my sweater,
unable to believe that I'd forgotten to lock the door.  " All right," I told
Brandon while I covered myself up, feeling completely humiliated as I
did so.  " It's like this.."  and I started telling him all about the ring and 
the medallion. And about what Penny had done to me, neglecting to 
mention my equipment still wasn't up to par. After all, that wasn't
any of his damn business.
	" Awesome" Brandon said when I had finished, still looking at 
my boobs, even if they were covered now.  " That is so fucking 
unbelievable."  I snorted, knowing that it did sound rather far fetched.  " 
And you can't take the ring of either?" Brandon asked me amazed.  I 
nodded my head, sighing.
	Looking down at my watch, I told Brandon " It's about time for 
me to take off. I'll see you later, hopefully without these." I grabbed  hold
of my tits as I said that last.
	" See ya" he said, still smirking as I left the room.

	" All right," I told Penny impatiently, " change me back." 
	She grinned at me broadly, then pulled the necklace out from 
under her shirt but leaving it around her neck. " First I want to see you 
without your shirt." 
	Grumbling I did as she asked, pulling off my shirt so she could 
see what she'd done to me.  " Happy now?" I asked sarcastically while 
she giggled.
	" Can I touch them?" she asked me hopefully, making me 
chuckle myself.
	I made as if to think about it for a minute, then responded, " I 
guess it's only fair. After all, you let me touch yours."  She giggled at 
that then 
	" They feel so real" Penny said a minute later, after a thorough
examination.  I agreed, grumbling, then asked her to get rid of them.
" I'll think about it" she giggled.  Then she put a hand on the necklace
and got a look of concentration on her face. Before I could say
anything, I could feel the growing in my crotch that told me exactly
what she'd done.  With a grin forming on my face again, I stripped
pulled my pants down and saw that I was indeed back to 10 inches.
	Penny suddenly started giggling. " That looks so funny" she said.  
When I  defensively asked her what looked funny, she replied " Your 
having both boobs and a cock."  Getting curious myself, I went and 
looked into a mirror and had to admit that she was definitely right. It 
looked very funny indeed.  From behind me I could hear Penny saying " 
I wonder..."  
	Just then I felt my whole body starting to shift again and gasped 
in surprised as I finally got to see what it looked like through the
mirror.  Instead of shrinking, my chest only got larger while the hair
on my arms pulled in and the hair on my head lightened and lengthened
considerably.  It all happened very rapidly and I was barely able to
register it all before it had stopped.  " Shit!" I said aloud in an
unfamiliar and feminine voice.  " Why the hell did you do that?" I asked
Penny, still looked at myself in the mirror.  I looked just like a
beautiful coed.  I had long blonde hair, blue eyes and a knockout
figure.  I only absently noticed that there were a few similarities to
the girl I'd been looking at earlier that day. However, the strangest
thing was that I still had my 10 inch cock.
	" Now you're even stranger looking" Penny exclaimed, looking 
rather impressed.
	" Change me back" I demanded, not liking this one bit.  The tits 
were bad enough, but having most of the rest of my body looking like a 
girls was too much. At least I still had my dick though.
	Penny stared at me for a few moments, obviously deeply 
impressed. Then blushing slightly, she put a hand on one of my tits and 
started rubbing my nipple. Almost against my will I could feel both my 
nipples suddenly hardening, as well as my cock.  I stared down to see 
just how much my nipples stuck out, confused by the strange sensations I 
was getting from my chest.  " Feels good doesn't it?" Penny quietly asked 
me.  I moaned slightly in response.
	" Please stop." I asked Penny, not really sure if I wanted her too. 
It was strange.
	Still playing with my breasts, Penny looked embarrassed, then 
she hesitantly said " I've never really been into other girls" she stopped
for a second, " but at the moment you're turning me on."  I felt
embarrassed myself upon hearing that.  She was turned on by this?
	Since my most important part was still all male, I tried to ignore 
the rest of my body and started playing with Penny's nipples in return.
Once she was obviously enjoying it as much as I was, we made our way 
to her bedroom so that I could try out my changed body.
	That was definitely the most unusual lovemaking experience I'd 
ever had, I thought to myself once we'd finished up.  The intense erotic
feelings coming from my chest were almost like another couple 
erections. My boobs (apparently a C cup) shook and quivered a lot while 
I rode Penny, although I have to admit that they felt kind of good that 
way as well.
	Once we'd finished up, I laid next to penny for awhile, my tits
pushing into hers.  " That was kind of strange"  she admitted, " though 
kind of nice as well."   I agreed with her there.  Sighing, she said " I 
wonder if
this means I'm like bi or something."   I chuckled slightly at that.
	" Well,  I think I'm about ready to get back to normal."  I told 
Penny, crawling out of bed and going to the living room where she'd left 
the necklace.   Just as I was walking into the living room, a loud knock
stared coming from Penny's front door.  " Who...?"  I wondered aloud,
momentarily distracted from the necklace as I realized I'd need to get
out of sight.
	" I'll get it"  Penny announced, hurrying in with her robe wrapped
around her.  Before I had a chance to move though, the front door swung 
wide open and someone stepped in.  My heart jumped in panic before I
recognized him as Brandon.
	" What the hell are you doing here?"  I asked, suddenly feeling
humiliated as I remembered not only my current condition, but my
nakedness as well.
	Brandon stared at me, looking at Penny for a moment, then back 
at me again.  " Adam?"  he asked in surprise, " Is that you?  My God!."   
he said, still staring at me in amazement.  " This is so fucking 
unbelievable." 
	" Yeah"  I said self consciously, looking around to find 
something to cover myself with.  " But why are you here?" 
	Brandon shrugged, grinning slightly. " I just had to come over 
and see that medallion in action after what you described." 
	" You told him?!"  Penny accused me glaringly.
	Backing up a little I told her " You were the one who gave me 
tits, remember?  It's not like I could have hid them from my roomie." 
	While Penny and I were glaring at each other, Brandon had come 
the rest of the way inside, closing the door behind him. " This must be 
the medallion"  he suddenly said, making me and Penny turn and see him
standing there with it in his hands. " Cool" 
	" I'll take that"  I told Brandon, holding out my hands.
	He just grinned at me and looked me up and down, making me 
feel embarrassed by the attention.  " God Adam, you really look just like 
a chick. All but that I mean"  he said gesturing towards my crotch, a
slight embarrassed look on his face though he quickly covered it up.
	" Just give it back"  I demanded impatiently, " I want to get back 
to normal." 
	" Here,"  Brandon said, suddenly grinning, " Let me."   Then a 
look of concentration formed on is face and I winced as I felt the changes
starting. 
	I could feel it in my crotch almost immediately and quickly 
grabbed hold of my cock, only to feel  it getting smaller in my hands.
Frantically I struggled to hold onto it, but within moments it had
gotten too small and was pulling into my body like my testicles had
already done.  Seconds later, my hands felt only a smooth flatness,
which had a moist slit in it. A vagina.
	" Holy Shit!"  Penny said, announcing just what I was thinking.
	" Give me that!"  I demanded of Brandon, reaching for the 
medallion.
	" I'm just having some fun"  he said with a grin, holding it back 
out of my reach.  " Besides, you said you wanted to be normal again so I 
made you normal. A normal woman."  Brandon snickered at that, though 
neither me or Penny did.  At least not at first.
	After a few moments though Penny started chuckling too, making 
me feel betrayed. When I glared at her, she apologized. " I'm sorry, but it 
is kind of funny." 
	" Easy for you to say."  I said snorting.
	" You do make a good looking girl though"  Brandon told me, 
still grinning.  " Where did you say you got this stuff at?"  he asked me,
looking down at the medallion with a suitably impressed expression.  I
didn't bother answering.
	I glared at Brandon for a moment then decided he wasn't about to 
give me the medallion back at the moment.  He wanted to have some 
more fun with me first I guessed.  Trying to maintain  my dignity, I went 
into Penny's bedroom and grabbed her other bathrobe while they started
talking in the front room about how interesting this was.  None of my
own clothes would certainly fit me at the moment, and I wasn't about to
put on any of Penny's.  I wanted to get back to normal as quickly as I
could.
	However, the more I thought about it, the more I had to admit 
that it was certainly interesting. And besides, it was completely 
reversible as well.  Smiling slightly to myself, I pinched my nipple and 
thought that it was definitely interesting at that.  Maybe I could still have 
some fun with this once I at least got the medallion back under my own
control.
	While I was getting semi dressed and musing to myself, Penny 
had come back into her bedroom and started getting dressed herself. I 
guess she wasn't too comfortable being dressed only in her robe while 
Brandon was around, not that I can blame her at all. I certainly wasn't 
either.
	Once Penny had finished throwing on her jeans and shirt, we 
were about to go back into the living room, when the feeling of change 
hit me again. This time centered on my chest.  Once again I felt my 
breasts expanding, getting bigger. They kept growing well past a DD 
into what I was sure must have been at least an FF.  My robe had been 
pushed apart and I couldn't even get it to close around me anymore. 
What was worse was that I felt so top heavy that I was surprised I didn't 
just topple over. I know I certainly felt like I was going to.
	" Brandon!"  I screamed out angrily, quickly storming back into 
the living room, with Penny close behind me snickering.  " What the hell 
was that for?" 
	Brandon gave me a smirk, saying " I just wanted to see you with 
bigger tits."   Then he did something with the medallion and I felt them
starting to grow larger yet again.  This time I did loose my balance and
fell forward to the floor while my boobs continued to grow. Fuck, they
were bigger than beach balls but as heavy as bowling balls.
	" Cut that out"  I demanded, gasping a little at the severe 
discomfort and slight pain of having such massive amounts of dead 
weight attached to my chest, " Change me back to normal. NOW!" 
	Penny quickly took the medallion from Brandon's hands, and I let 
out a sigh of relief as my boobs started to shrink again. Quickly I was 
able to stand up on  my own again and relaxed some as they continued to
shrink even more.  Unfortunately they suddenly stopped, and nothing 
else about me had changed. They had shrunk down from the huge size 
they had just been moments earlier, but they were still a little larger than 
when I had started out. I think I must have been a D or  DD cup now, 
though I wasn't really sure.
	I looked at Penny asking her why she hadn't changed me back to 
normal. She looked rather sheepish and admitted " I'm kind of having 
fun. This is so cool watching you change like that.  Let's keep playing 
with this. Please. You can change back when we're done. I promise."   
She came over and whispered in my ear, " It's also getting me really 
horny."   Well how could I argue with logic like that.
	" All right"  I agreed hesitantly, " Just for a little bit though."  I
looked down at my generous bosoms, shaking my head in disbelief. This
was really going to be one to tell my shrink someday.  Penny 
immediately brightened up and then I remembered Brandon.  Glancing 
over at him, I could tell from the bulge in the front of his pants exactly 
what he thought about this.
	" Lets see.."  Penny mused aloud, " what shall we do now?"   
After a second, she started grinning and I wondered just what I'd gotten 
myself into.
	This time the changing sensation seemed to center on my head. 
When it passed both Penny and Brandon were giggling. " What did you 
do?"  I asked, slightly surprised to hear my own voice. Penny pointed to 
the mirror on her wall, and when I looked, I gasped at the sight. I looked 
like myself. Or at least my head did. The rest of me was still female.  " 
Ha ha"  I said sarcastically, crossing my arms at my chest and making 
both of them laugh harder.
	Penny stuck her tongue out at me and once again concentrated on 
the medallion. When I was finished changing this time, I looked in the
mirror and saw that I was once again entirely female, but this time
looking like a different one. I looked just like Penny.  Grinning in
spite of myself, I made a seductive pose that I'd seen in Playboy and
asked in as sexy a voice as I could " What do you think honey?"   
Brandon grinned broadly at that one, while Penny glared at me slightly 
before smiling herself.
	While Penny was having fun with the medallion, I went through 
several more changes.  Mostly looking like Penny but how she'd look if 
she were taller, had bigger breasts, longer hair or hair of a different color.
She was obviously having fun with this though, but I think she got bored
with that because she started turning me into other women. It'd become a
red head, then a black woman, then a fairly short Asian girl.
	Finally she returned me to the blonde girl that I had been when 
she started the series of changes.  I glanced over at Brandon and saw that
he was practically drooling.  " You wanna try seeing what making love
like a real woman's like?"  he asked me hopefully.  I stuck out my tongue
at him, disgusted by the idea.
	" Well"  I asked Penny " what's next?"  I certainly hoped that she 
was done and was going to change me back to normal finally. Seeing the 
look on her face as she glanced over at Brandon, who was eyeing me 
with obvious lust, I groaned and doubted that I was about to return to 
normal.   Then I started changing again.
	Penny's robe started getting looser and looser on me, much like it 
had when I'd turned into that Asian girl, but this time it seemed to get
even looser.  I stared at Penny in horror as I had to look up to see
her.  I stopped, staring at her navel.  Then she apparently decided that
wasn't enough and I found myself shrinking another inch or so.  " What
did you do to me?"  I asked  feeling rather scared and nervous.  My voice
was that of a little kid. A little girl.  Wincing, I put my hand through
tent sized robe and between my lets, feeling a smooth little girls
vagina. No pubic hair at all.
	" Come here cutie."   Penny said, trying to look like a stern adult
while she picked me up.  I struggled but she still picked me up, then 
swatted me sharply on my rear (though not enough to hurt) and warned 
me to behave. She was treating me like a little girl.  With horror I was
forced to look in the mirror, seeing a very cute little blonde girl who
was very obviously a much younger version of the girl I had been.  I was
a 5 year old. What was this with turning me into girls anyways?  I'd
have thought Penny would have been more interested in turning me into
Brad Pitt or something.  Glancing over at Brandon, I wondered if she'd
planned to do that once we were alone again.
	For the next hour or so, I was stuck walking around Penny's 
apartment, pretending to be a little girl.  Even though it was humiliating, 
I let myself get into the act. After all it was only for a little while and I
thought that maybe I could have some fun too.  Brandon was obviously
enjoying my discomfort while Penny tried as hard as she could to be
maternal and motherly.
	Finally I started yawning without realizing it. Brandon smirked,
saying " Aw, the little girl's up way past her bed time."  Smiling at 
Penny, he asked " Should we put her to beddy bye?"   Penny grinned and 
I groaned.
	Before I knew it, Penny had forced me to crawl into her bed, 
where she tucked me in.  I heard her saying goodbye to Brandon and him 
leaving before she came back into the bedroom and started undressing 
herself. Moments later she had crawled into bed next to me and started
masturbating, but I paid little attention as I quickly drifted off to
sleep.

	When I woke up in the morning, I climbed out of bed, finding it a 
more difficult task than I would have expected. After all, I was 
physically 5 years old still, and everything seemed huge to me.  Even 
Penny who was still sleeping in bed.  Seeing that she showed no signs of 
waking up soon, I grinned to myself, knowing that this was my chance to 
get hold of the necklace and change back to normal.  And, I promised 
myself, once I got it back I wasn't going to let it out of my hands until I 
could get the damn ring off.
	Remembering the ring, I wondered if maybe since I was so much 
smaller now I might be able to pull it off.  No such luck I found out. The 
ring had shrunk with me and was still tightly on my finger.  Giving up on
that, I went in search of the medallion.
	Looking on Penny's nightstand was useless, as was every place in 
the living room that I looked.  Where the hell could she have put it?  She
surely wouldn't have given it to Brandon.  Then I noticed the book
shelf.  " Shit"  I said in my little girls voice, looking way up towards
the top.  It seemed so far away. I was sure that was where she put it.
She must have. It was the perfect place to put something that you didn't
want a little kid to be able to reach.
	I was going to try climbing the book case, but then I realized I
needed to go to the bathroom.  Ug, I shuddered. When I went the night 
before, before going to bed, I had nearly fallen in.  The hole in the toilet
seat had seemed so huge compared to normal.  Dreading that, I knew that
it was definitely preferable to having  my child's bowels loose control.
Resigned to it, I went to complete what was normally a very natural
task.
	When I had finished, I went back to the living room, being
Disappointed to hear Penny asking me " What are you doing up so early 
on a Saturday little girl?" 
	" Come on"  I said tiredly, " Enoughs enough. Turn me back." 
	Penny looked disappointed.  " It's just for a little longer"  she
pleaded.  " I wanted to take you out and get you a little dress, then
take you to the park to play." 
	" NO WAY"  I said firmly. " I may look like a little girl, but I'm 
still Adam in here." 
	" All right"  Penny agreed. Then she smiled, " After breakfast 
OK?"  Sighing, I told her that after breakfast was fine. At least I'd be 
back to normal.  Still grinning she added " Of course having your 
monster back will be rather nice." 

	We ate a quiet breakfast, each glancing at each other ever few 
seconds and thinking how strange it was.  Especially for me. I was only 
half the size of my girlfriend and I felt so tiny next to her.  She on the 
other hand seemed to get a big kick out of it, though I really can't say 
that I blame her. I'm sure that I would too if our situations were reversed.
	Just as we were finishing up, someone started knocking on the 
door. When Penny answered it, I groaned to see that Brandon was the 
one that came in.   I was really looking forward to some adult privacy 
with Penny in just a bit.  Brandon came in, smirking when he glanced 
down at me. Just to spite him I stuck out my tongue and acted like the 
little girl I seemed to be. " Brat"  he teased me.  Looking somewhat 
embarrassed, Brandon started to say, " I'm sorry for coming over again 
without being invited, but I just had to prove to myself that last night 
wasn't a dream."  Glancing at me, he shook his head and said " This is so 
cool."  
	" Ha ha"  I said snorting.  " How would you like being turned into 
a little girl?" 
	Brandon ignored me, spotting the medallion on the counter where 
Penny had set it just before we had started eating. Quickly he went over 
to it, while Penny told him " I was just about to turn Adam back to 
normal."  While Penny snatched the necklace out of Brandon's hands, 
thankfully before he could do anything to me with it, he complained " 
Hell, I just wanted to see that again. It's pretty cool watching someone 
changing like that. Especially a cute chick"  he winked at me, making me 
scowl back.
	" Yeah, I guess it is"  Penny agreed, looking at me thoughtfully.  
" How about just a little more changing?"  she suggested hopefully.
	" No way."  I said adamantly, crossing my arms on my chest and 
trying to look impressive, all no effect since I still looked like a cute little
girl.  Both Brandon and Penny started laughing at me, making me even
angrier which just caused them to laugh harder.
	Finally though they stopped, and Penny looked at me as 
seductively as she could, saying " Pretty please.  With sugar on top."  
Then blowing me a kiss she added " I'll make it worth your while 
afterwards." 
	Sighing, I agreed to it. " Just for a little while though"  I told them
both. 	Penny smiled, saying " Thanks"  then she looked thoughtfully at 
the medallion while Brandon watched hopefully.  " I want to try 
something"  Penny said, beginning to concentrate.  Well, here we go 
again, I thought to myself.
	Once again I could feel my body changing, but this time it wasn't 
as fast as before.  I could feel myself slowly getting bigger, which vastly
relieved me. Still, it was going kind of slow compared to the other
changes, and about a minute later I was almost as tall as Penny, though
still not quite. My breasts were slowly beginning to push out again as
well, and I hurried to the mirror to see that I looked about 13 years
old. Slowly the girl in the mirror continued to age, and I turned away
from it as soon as I saw that I was almost back to how old I started as.
But still I felt like I was still changing, though now a little more
subtly.
	" Wow"   Brandon said, and I turned to look at myself in the 
mirror again, gasping at what I saw. I was still that blonde woman, but 
now I looked like I was about 35 years old.  Penny had just made me get 
older, and somehow slowed down how fast the changes normally seemed 
to go. " That is so cool"   Brandon muttered, " You look almost as old as 
my mom" 
	" Shut up"  I snapped jokingly, surprised by it myself.  It felt 
strange to think that I was now so much older and that people would treat 
me different  because  of it.  " What do you think?"  I asked Penny, 
posing for her amusement.  After she chuckled, she told me that I looked
interesting, and by the look of excitement in her face, I could tell
that she was really enjoying herself.  I had to admit that I was kind of
having fun too. It was sort of like dressing up for Halloween or
something.
	Looking down at my once again fully formed female body, I 
winced slightly as I realized that I wasn't dressed. Or actually that I only
had a T shirt on me since nothing else would fit me when I was a little
girl. Feeling my face flush red with embarrassment as I noticed the way
Brandon was staring at me nearly naked body, I ran into Penny's 
bedroom and put on her robe again, thankful to at least be covered a 
little. God this was embarrassing.
	For the next hour, we all sat and talked, trying unconvincingly to
pretend that the medallion wasn't there. However every couple moments
one of us would turn and glance at it. Suddenly Brandon started laughing
and I asked him what was so funny.  " Well"  he said, still chuckling,
" Why don't you go over to the store and pick us up some beer."   Penny
started chuckling too and I looked down at myself in embarrassment,
realizing that Brandon was right. I certainly looked old enough to buy
beer now.
	" Yeah"  Penny quickly agreed, " You can wear some of my 
clothes."  I winced at the thought of having to wear my girlfriends 
clothes, but I started chuckling too.  It wasn't very difficult to get alcohol 
around the campus when you're underaged, but this could be an unusual
opportunity.
	" I'll do it"  I agreed. In a short while Penny had me dressed up in
some of her more conservative clothes, having to make a few minor 
adjustments to my body with the medallion so that they'd fit right.  " Do 
you have to put that shit on?"  I asked in disgust as Penny 
enthusiastically put makeup on me, much to Brandon's amusement.  He 
was teasing me bad enough right then that I knew I'd never live this 
down.  " Quiet or you don't get no beer"  I threatened him half heartedly.
	" That should do it"  Penny announced with a grin.  " Not great, 
and it was kind of a quick job, but it will definitely work."   Grumbling, I
looked into the mirror and had to admit that she was right. There was no
way that I looked like I was only 18.  No way.

	Together the three of us walked down the street to the store, and I
felt extremely self conscious the entire time. It was one thing to
change and look like some girl while I was in the privacy of Penny's
apartment, but being out in public was an entirely different matter.  I
felt so exposed, so embarrassed and so out of place. Penny assured me
that I was just fine, but Brandon was a little less helpful, taking
turns between giving me wolf whistles and politely calling me " Ma'am" 
.
	Once we got to the store, Brandon gave me just about everything 
in his wallet, which admittedly wasn't much, and Penny gave me a few 
dollars more. " Well here goes nothing"  I said, going inside while they 
remained behind.  It was much easier than I expected to get the beer, 
though I kept expecting someone to point out that I was still under age. 
When the clerk half heartedly asked for my drivers license, I told him I 
left it at  home and was slightly surprised when he dropped the subject 
and let me have the beer anyways.  " Thank you."  I told him as I left the 
store, amazed that I'd managed to actually get away with that.
	Shortly afterwards we'd managed to return to Penny's apartment 
all right, and all three of us were laughing and excited. " Well here's to
Adam"  Brandon said, popping open a beer and holding it up " Cheers." 
	" Cheers"  Penny and I echoed as we both drank our own beers.
	After awhile, Penny pulled the medallion out from under her 
shirt, though it was still around her neck where she'd put it earlier.  
Seconds later, I felt myself changing again. Getting younger and having 
some of the other alterations Penny did to me fading.  My breasts 
increased slightly, back to what they were before I had to fit into her 
clothes, which was extremely uncomfortable since I was still wearing her 
clothes. " Shit"  I cried out while my breasts pushed hard against the 
limits of Penny's shirt, much to her amusement and Brandon's interest. I 
swear that he was actually drooling  as he stared at my tits.
	Since Penny's clothes were incredibly uncomfortable on me, I 
went to her bedroom and changed back into her robe once again while 
she and Brandon stayed in the living room, talking in hushed tones.  
When I came back out, I stopped in front of the  mirror and was slightly 
surprised to notice that Penny hadn't changed me back to the same age I 
had been. Or at least not all the way. I looked like I was about a couple 
years older. Closer to 21 than 19. Shrugging, I decided that it didn't  
matter and went back to join my friends in the living room, dreading 
what they were going to do next.
	As soon as Penny saw me again, she started giggling, making me 
even more apprehensive than I had been.  " Let's try this"  she said as I 
felt the changes happening again.
	" What now?"  I asked curiously as a strange tugging sensation 
formed at the base of my spine and on my forehead.  I could feel more 
shifting in my mouth and fingers as well, making me very curious as to 
what Penny had just done to me.  Staring at my fingernails, I was startled 
to see that they were longer and sharper. They looked more like claws 
than fingernails.  Almost afraid to look, I checked out the base of my 
spine, finding that I had some sort of tail underneath the robe. " What the
hell?" 
	Penny giggled at that, saying " Exactly."   Pulling my robe back a
bit, I could see my tail clearly. It was long thing and red, with a barbed 
tip on the end. A somewhat stereotypical devils tail.  Already suspecting
what I was going to find, my hand went up to my forehead and met a 
pair of horns.
	" Funny"  I said, going over to the mirror again and gasping. I 
had a tail swinging out from the bottom of my robe, and the horns on my
forehead.  Smiling, I could see the fangs that grown in my mouth, 
making me look rather sinister.  So did the red demonic eyes I now 
possessed. Grinning mischieviously to myself, I quickly turned to Penny 
and demanded " Give me your soul mortal!."   Penny squeaked some 
noise out, actually looking scared for a moment until I smiled 
reassuringly back at her, though that didn't seem to settle her down 
completely.
	" Shit you look hot"  Brandon said, staring in earnest.  He looked 
a little nervous staring at me as well.  Feeling somewhat smug, I walked
past Brandon as suggestively as I could, making sure to wag the tail
where it was visible, and I gave Penny a deep kiss, which she hesitated
on at first but started to return.  " Wow, lessie action"  Brandon
snickered and I swatted him gently with my tail.
	Seeing that Brandon and Penny were both still uncomfortable 
with my current appearance, I smiled to myself and enjoyed it. It was 
kind of fun, I had to admit as I examined my tail closer.  Penny seemed
satisfied though that she'd seen enough of me like that and was ready to
see something else. With some disappointment I said good bye to that
form.
	The next change however was no less drastic, though in an 
opposite direction. The wings that grew from my back forced me to 
throw off the robe, much to Brandon's glee.  But when it was done, I 
reached back, amazed at the soft feathers that met my hands.  I had a pair 
of large while wings growing from my back, and I hurried to see myself 
in the mirror. I looked like an angel.   " Oh God I love this"  Brandon 
moaned, obviously about to cream his pants.  " Are you sure you don't 
want to try it"  he asked hopefully, " I've never had any complaints yet."    
I stuck out my tongue, then just to annoy him I went over and gave 
Penny a kiss.
	Brandon frowned, then told Penny " My turn"  taking the 
medallion from her.  I cringed, suddenly wondering just what Brandon's 
perverted mind would come up with next.  I didn't have to wait long as 
the wings shrunk and faded and I was back to just being the blonde girl.  
Then Brandon got a wicked gleam in his eyes that made me groan.  I felt 
a strange sensation coming from the middle of my chest, and looked 
down in shock to see that I was growing a third breast. Right in between 
the other two. It stopped at about the same size.
	" Damn this feels weird"  I said, pinching the nipple of my new
breast. I felt just like the other two.  Just as real.  The added weight was
noticeable though and I started to wonder just how girls with big tits
can manage having them around all the time. It wasn't like they could
ever take them off when they got too heavy.  Several minutes later, my
middle breasts started shrinking again as Brandon had another idea.  I
watched it shrink with somewhat mixed feelings. It certainly had felt
interesting though I was relieved to have the extra weight gone.
	Next however I felt the tingling and some pushing underneath my
breasts. Reaching down with my hands, I felt another set of nipples
which were still pushing outward.  " Shit"  I cried as my two new breasts
grew in under the ones I already had. " What are you trying to do?"  I
demanded of Brandon, " Turn me into a cow"   He just laughed and 
Penny giggled as well, obviously amused by how strange I must look 
having 4 boobs.  Putting my hands on the top ones, then moving them to 
the lower ones,  I remembered how good they had felt to be played with 
by Penny and couldn't help but wondering how much better an extra pair 
might feel. Sighing, I knew that as long as Brandon was around I wasn't 
going to find out.   I may have looked like a girl, but I still had absolutely
no intention of sleeping with a guy. Especially him.
	" That doesn't look right"  Penny told Brandon, who nodded his 
head in agreement.
	" You're right"  he said looking thoughtful. " But I think I have a
solution."   Just then I could feel something just under my arms, and I
winced as I realized just what they were. I was growing another pair or
arms.  Within a very short time, I had an extra pair of arms underneath
my original ones.  " Now you can play with all of them at once"  
Brandon said with a big smirk.  Man I wished that I'd put the ring on 
him.
	Still I thought, as I touched all four of my breasts at the same 
time, this definitely could have some possibilities. Especially if I could
somehow get the ring off and onto Penny.  By the look on her face, I
guessed that she was thinking the same thing I was.
	Brandon suddenly looked down at his watch and said " Shit."   
When I asked him what was wrong, he said that he had to be going. He 
really looked disappointed, but he brightened up again as his eyes settled 
on my multiple breasts. " I've got to get going"  he said, " I promised
Kristine that I'd be there for her swim meet and she'll kill me if I'm
late." 
	Chuckling I knew that Brandon certainly didn't want to be late.
Kristine, his latest girlfriend, was not only very hot, but fairly rich
as well.  With a quick goodbye, Brandon started to walk through the 
door before I cried out, " Hold it right there. Aren't you forgetting
something?"  I gestured to the medallion still in his hand and held out
mine.
	Looking sheepish, he said " Oh yeah"  and handed it to Penny 
before leaving, calling out " I'll see you guys later."   Finally he was 
gone.
	For several moments Penny and I stood there, staring at each 
other sheepishly.  I looked down at my very odd body for a moment then 
back at Penny.  " You know"  she said quietly, " that I'm not into girls or
anything.  But I am kind of feeling...."  she blushed and I went over and
hugged her.  Without even bothering to change back to normal, I led
Penny back to her bed.
	It was a very strange lovemaking session.  I had four arms and 
four tits even bigger than hers.  Definitely strange. I used two of my 
hands to play with Penny's breasts and the other two to play with  my 
own. Penny looked somewhat embarrassed as she started fingering my 
crotch, but apparently she wanted me to see what it felt like. And I had to
admit that it felt VERY nice.
	I came to an orgasm before Penny, finding it to be rather 
overpowering but very wonderful.  Somewhat similar to my normal 
ones, but more powerful, spread out over my entire body rather than just 
concentrated on just my cock and balls.  Penny looked at me and 
giggled, then reached over for the medallion on the nightstand.  Seconds 
later I had my cock and balls back, which she eagerly suggested I use on 
her.  I glanced over myself briefly, seeing that I still looked like a four 
armed, four titted woman, but now I had my dick back. I still had a 
vagina underneath it (which was an extremely odd sensation having 
both) but it was the first step to getting back to normal.

	Once we were done, I finally got the medallion back and changed 
myself back to normal.  As I patted my flat chest, I smiled thinking that 
it was good back.  I figured that I might miss having the sensitive 
nipples, but it was for the best I told myself.  No way did I really want to 
stay  a woman.
	To celebrate the sudden excitement in out lives, Penny took me 
out for lunch. I was embarrassed at having her treat me, but I didn't have 
the money to do it right.  She laughed and suggested  that I could always 
go as a little kid, then no one would notice anything funny about her 
treating me. That idea didn't really appeal to me so I gracefully accepted 
her invitation as it previously stood.
	Later that night, we had sex again, though without the use of the
medallion in any way. I wasn't sure that I wanted to go through anything
like that again.  When I went back to my room for the night, I made sure
to hide the medallion where Brandon couldn't't find it. I didn't want to
take any chances of him deciding to play around with it while I was
sleeping.
	Staring at the ring (which still refused to come off) before going 
to bed, I started thinking again about going to that store. I had meant to
go earlier that day, but just hadn't gotten around to it.  Remembering
that I was supposed to go to see the new slasher movie with Brandon the
next day, I figured that I could stop off there while at the mall.
Maybe then I could get the damn ring off.

	The next day however, Brandon and I went to the movie, but 
when we came out I was distracted by  couple of girls that Brandon was 
pointing out to me and forgot all about the store.  We went back to the 
room and I didn't remember what I'd been planning to do until later that 
night.
	I had been sitting at  my desk, staring in frustration at  my history
notes.  I'd spent several hours trying to study and was beginning to get
a headache for my efforts.  When the phone rang, I was glad for the
distraction, knowing that I needed a break.  Especially when it turned
out to be Penny on the phone.  " Come on over to my place for awhile"  
she told me " And maybe you could bring the medallion."   That last part
sounded rather hopeful.  Glancing back and forth between my cluttered
desk and the picture I have of Penny on my bedstand, I decided that
studying could wait.
	Grinning to myself, I started getting ready to go see Penny,
remembering to grab the medallion at the same time.  The main reason I
was bringing the medallion with me was not that Penny had asked me to,
but that I feared Brandon would search the room for it while I was gone,
and I didn't want to risk him finding it at the moment.  Once I was all
set, I started off towards Penny's.

	Penny and I were sitting on her floor, finishing up the Chinese
takeout that we'd ordered and cheerfully chatting about anything that 
came to our minds, both of us having put thoughts of the medallion to 
the side for the moment as we just enjoyed each others company.  
Afterwards we started making out, and when we broke apart, I was the 
one who broached the subject of the medallion.  I figured that until I 
could get rid of that stupid ring, I might as we make good use of it.  
Penny of course quickly agreed.
	Grinning to Penny, I pulled out the medallion and made sure it 
was visible as it hung around my neck.  With only a little concentration 
my cock once again became huge while  my muscles also increased 
somewhat in size. By the look on Penny's face I could tell that she was 
pleased with what she saw.  Almost immediately afterwards we went to 
her bedroom to finish what we had just been starting.
	Afterwards we were both lying on her bed, trying to catch out 
breaths when Penny rolled over and gave me a kiss on the cheek, 
chuckling to herself. I didn't realize what she was chuckling about until 
moments later when I felt myself changing. She'd grabbed the medallion 
off of the night stand and had decided to have some more fun with me. I
protested in vain as I saw that she was getting bigger and bigger.  At
first I didn't realize that I was shrinking again, but when I did the
first thing that came to my mind was " Damn, I don't want to be a kid
again."   However I also quickly noticed that even though I was
shrinking, nothing else about me was changing.  I grew horrified
watching Penny getting bigger and bigger before my eyes. She even 
seemed to be larger than when I was a kid, and she was still seeming to 
get larger. How small was I going to get?
	Finally I stopped shrinking and looked over myself in horror, 
then across the bed which now seemed almost like a football field. I 
couldn't be more than 6 inches tall I knew, and I didn't like it one bit.
" Change me back"  I demanded, not wanting her to see just how scared I
was of being so tiny. Noticing my distress, but apparently not realizing
how scared I really was Penny started giggling.  God she was huge.
	" You look just like a Barbie doll"  she said, sounding somewhat 
amazed herself. Then she giggled, correcting herself " Or actually Ken. 
But I don't remember Ken being this anatomically correct."   She giggled 
again at that, and reached over with her gigantic seeming hands and 
picked me up.  " Don't worry"  she assured me, " You know I won't hurt 
you. I just wanted to have some fun."   With that she shifted position and 
spread her legs, setting me down again in between them.
	Getting back to my feet, I stared at her humongous seeming 
vagina. Jeez, even her little clit seemed huge to me now. " Wow"  I said 
in understatement.
	Imitating a TV announcer, Penny said " And the brave spelunker 
spies an as yet unexplored cave..."   With a grin I forgot my fear and 
shrugged How often would I get a chance like this.

	Another hour later Penny carried me to her sink where I took a 
bath, trying to get all the sticky, sweet smelling liquid off of me.  That 
was definitely unusual, though now I wanted to get back to my normal 
size. Being so tiny made me feel more helpless than I liked.  " Ken never 
could do that."  Penny told me once I finished showering.  She stared at 
me in amazement and I had to look way up just to see her face. It was 
like looking at Mt. Rushmore or something.  " This is so neat"  she said,
shaking her head.  " Just like a Barbie doll"  she giggled.  Then with a
mischievious smile on her face, she quickly took off, leaving me
standing on the counter.
	A minute later she was back, medallion in her hand. " Now to 
make you more like a Barbie doll"  she giggled, and my body started 
changing again.  I could feel my chest beginning to push out while my 
crotch pulled in. Long hair tickled my shoulders as it grew down to 
nearly waist length.  And once again I was a girl.  And a blonde one at 
that. I strongly suspected that it was the same one that I'd been turned 
into before, which proved to be true when Penny excitedly brought a 
mirror over so that I could see myself.
	" Common"  I pleaded, " Change me back to normal" 
	She giggled and told me " You make the cutest little dolly"   
After seeing the look on my face Penny sobered up a little. " I want to try
just one more thing, OK"   I grumbled but agreed, knowing that I didn't
really have much choice at the moment.  " I think that you'll like this
one"  she told me with a smile.  I felt a tingling on my back, but other
than that there seemed to be no changes.  " That's great"  she said, and I
turned around quickly to see what she was talking about, not seeing a
thing.
	Still laughing, Penny held a small mirror up in front of me again,
letting me get a clear view of just what she'd done to me this time.  I
had wings on my back. Not like the feathery angel wings I had before,
but more like an insects. Or like a fairy's I realized.  " I'm a...." 
	" Tinkerbell"  she said laughing. " I made you into a fairy."   I 
turned and held one of the wings in my hands, feeling fairly impressed.  
It certainly was interesting. Looking up at the still huge Penny, I
suddenly got a grin on my face. This was going to be fun. If it worked
that was.
	With all my effort, I managed to get the wings moving, then I 
actually managed to fly off of the counter, leaving Penny surprised for a 
change. I loved that look on her face for a change.  " I can fly"  I 
screamed out, buzzing around Penny's head, " Look, I can fly."   At least 
I did for a moment until I lost control and slammed into the side of 
Penny's head. It wasn't quite as easy as I had thought.  That would take 
some practice.  Not like I really wanted to stay small long enough to get
that practice.  Sighing I landed back on the counter, rather clumsily if
I might add.
	While I was sitting on the counter, looking back at my wings, 
someone started knocking on the door.  I hid behind the dish soap while 
Penny went to answer it.  It turns out that I needn't have bothered since it
was Brandon again.  " Just came over to see if Adam was here"  he said,
looking around.  Penny told him that I wasn't there, but he apparently
saw the medallion in her hand and called out " Ah Ha!"   Running 
around, Brandon kept calling out " Adam, where are you. What has she 
done to you this time"  he laughed while he did so. Sighing I knew that I 
couldn't hide for ever so I came out and flew over to him, catching him 
by surprise when I landed on the coffee table in front of him.  " Damn 
Adam, that is so weird"  he shook his head, still grinning.
	" Well I'd rather be bigger"  I told him, definitely having gotten 
tired of being so small.  " You wouldn't believe how annoying this is" 
	" And I can barely see your lovely body"  Brandon told me 
smirking. I stuck my tongue at him.  " Well I think I can fix that"  he 
continued, taking the medallion out of Penny's hands. She didn't resist, 
obviously curious about what Brandon intended. I had to admit that I 
was too, though at the same time I was half dreading it.
	Almost immediately I could feel my wings starting to shrink on 
me, while almost immediately I felt myself starting to get larger, though
not unexpectedly I didn't change from being a girl.  I continued to
rapidly grow, hopping off the coffee table once I was large enough, and
watching with satisfaction as Penny's knee cap came up to my eye level
then quickly went below.  Soon I was about the same height I had started
from, but oddly enough I didn't stop growing.  Quickly I grew tall
enough that I was looking down to see Brandon's eyes, which is 
something that I'd never been able to do before.  And still I grew.  My 
head brushed the ceiling and I had to start hunching over.
	" That is amazing"  Penny said, her mouth open in surprise, and 
when I looked at Brandon, he looked very impressed as well. And I still 
hadn't finished growing. The room started getting cramped on me and 
finally I stopped, guessing that I must be about 20 feet tall.  Man I 
wished that I could stand up and get a real feel for what it was like being 
huge. But as it was I was only really cramped and unable to move much.  
Penny looked impressed while Brandon looked like he was having a 
good time himself.  The bulge in front of his pants was the  most obvious 
sign of this.
	" Um guys.."  I started, " I don't mind being a little taller, but
this is going a little far." 
	Brandon grinned. " I don't know about that"  he told me, reaching 
up and holding one of my massive breasts against his hand.  I was too 
stuck to even be able to move away and he quickly ran a hand over to my 
hunched over ass and pinched that.  " You look about the right size to 
me. Large enough to see clearly, and unable to run."   He laughed some 
more but stopped when Penny slugged him.  " All right already"  he said,
concentrating again.
	I sighed in relief as I started shrinking back down. At least I 
could start moving again.  Quickly I had reached a point where my head 
was no longer brushing against the ceiling, which let me breath out a 
sigh of relief. Being so much larger than Brandon and Penny had been 
kind of interesting, but I was too trapped to be able to enjoy it. Suddenly 
I stopped shrinking, realizing immediately that I still wasn't back to
normal height. I stood about 7 feet tall still.  " What's wrong"  I asked
nervously.
	" Oh nothing"  Brandon said, staring at me in awe. He looked a 
little embarrassed, saying " I like big women"   With that he focused on 
the medallion again and I could feel my body changing once again.  This 
time however it was my muscles.  I stared amazed as my muscles 
swelled in size, bulging out while my breasts started growing again as 
well. Finally I stopped, still a female but definitely not small and weak.
	" Amazing"  Penny said, staring at me with her mouth dropped 
open. I grinned and looked down at her, then turned and looked down at 
Brandon who still looked small compared to me. Especially since my 
muscles were so huge as well.
	" Well, what do you think?"  I asked them as I flexed my biceps, 
amazed at the bulge of muscle.  I was bigger than even some woman 
body builder. No woman could get as big as Brandon had made me, and 
especially not while retaining the very sexy figure that I obviously still 
had.   I had to admit it, I was impressed. And what was more, I loved the 
feeling of raw strength that I was feeling. I felt so powerful.  Just to 
prove to myself how strong I was, I reached over and picked Brandon 
up, amazed at just how light he seemed to me.  Laughing with 
excitement I set him back down and started examining my newest body, 
suitably impressed.  I noticed that not only was Brandon obviously 
horny, but Penny was absently rubbing her tits.
	Shaking my head, I picked Penny up and gave her a deep kiss, 
which made her hesitate for a second, apparently not comfortable with 
kissing someone who looked like a woman, but she quickly started to 
respond. " Where's mine?"  Brandon demanded.  Just to be perverse, I 
bent over and gave him a quick kiss on the cheek as well, laughing at the 
look of embarrassment on his face.
	Looking back at Penny I grinned, and reached over to take the
medallion away from Brandon.  " Sorry Brandon,"  I told him, glancing 
quickly at Penny, " But Penny and I need some time alone."   With a 
disappointed look on his face Brandon reluctantly turned and left, 
promising that he wanted to hear all about it later on.  Still grinning I 
picked Penny up and carried her to the bed, the medallion still clutched 
in my hand. That thing definitely had some possibilities.

	After that I was a little more careful to keep control of the
medallion, though I did let Penny use it often enough.  It was just too
interesting to ignore.  Of course I made sure that I was back to normal
for classes and had the medallion with me so that there weren't any more
unexpected surprises, but at nights Penny and I explored some of its
possibilities.  Brandon was a bit jealous I know, but he took it pretty
well.  Still, even though he pretended to be disappointed that I never
agreed to try sleeping with him as a woman, I suspected that he really
wasn't that interested. After all, he knew just as well as I did that I
was still not only a man but his best friend in reality.
	I didn't get around to going back to that Spells R Us to see about
removing the ring for two weeks. And once I did, I looked all around the
mall but couldn't find any sign of the store. It was as if it had just
vanished off the face of the Earth.  Or at least off the face of the
mall.
	I've still never been able to get the ring to budge off of my finger,
and though this disappoints me since I can't share it with Penny, it also
leaves me with a little thrill as well.   At least I know that I'll
never lose it.

The End