My nervousness exceeds my excitement. I held a deep breath as i exited my car and walked towards the front door of the woman I've had a crush on for the past three years.  Miss Abshire was my chemistry teacher and was the perfect embodiment of my most deepest sexual fantasies.  It was yesterday, Friday when she had asked the class for volunteers for helping her pack away her belongings for her move this weekend.  With her even sweetening the deal with the offer of extra credit (my grade was at an all time low for the semester) it was only I who had raised my hand.  To be honest, even without the added extra credit, I would have been more than glad to oblige.  I would have the opportunity to possibly  spend an entire weekend with this 5' 3" beautiful buxom redhead; to selfishly catch a glimpse of her in something other than the conservative suits she wears on campus.

  I shook myself away from my thoughts and realized i was standing in front of her door, finger already ringing the door bell.  My heart sank as she opened the door wearing not much else than a lavender colored robe showing off a generous amount of cleavage.  I always had a feeling that she wasn't at all lacking in the breast department, but she seems a lot larger that i could ever remember in class.  I was never good at recognizing cup size, but she looked to be a double D.  I quickly averted my gaze from her luscious tits, realizing i was staring. A small giggle escaped her lips as she readjusted the robe to cover herself.

"Hello  Damion, thank you for coming over to help me out this weekend." she said

"It's no problem at all Miss Abshire,  I'm glad to help ." I said in a nervous tone.

"Please, we're not at school, call me Cara." she adjusted her robe a bit more.

"I apologize for appearing indecent, you caught me before a shower and this is the only robe I haven't packed away."

I could only manage a shrug and a mutter of "It's cool" as i peered into her green eyes that hinted at a slight tint of purple. Never in my nineteen years have i seen eyes as fascinating as hers. I walked through the door  and followed her as she lead me into the annals of her house to the first room i would be packing.  We made small talk as we walked; how long she lived here where she would be moving and so on. I was finding it difficult to keep up with the conversation because i was too busy using all my imagination to try and picture what she looks like under that robe.  She led me to a small room strewn with boxes and various items to pack them with.  After some brief instruction, Cara excused herself to begin her shower.

"If you need anything I'll be right upstairs." she said with a wink.

A wink? Did she just wink?!  I again shook my head and decided my imagination was getting away from me. I mean what would a gorgeous woman in her forties want with me anyways.  I began packing things as she instructed and thought of all the things i wanted to do to her. Little by little a strange feeling crepted over me that i cannot explain.  My libido got the better of me as i literally dropped what i was doing and decided that if i hurried i could at least get a quick peek before she showered.  I tip-toed up the stairs and found her bedroom with the door opened just a crack. With my breath held i peered through.  There she was in all her glory; the robe discarded by her ankles and clad in a tight slightly see through lacy blue bra and panties.  Her back was to me and the door so i got the perfect view of her ass.  It was even better than I thought.  The strange feeling grew stronger.  A moan escaped her lips; her left hand at her side while her right was busy and out of my sight.  She was masturbating and enjoying it! I couldn't help but give myself a touch and found my member fully erect and pulsating for touch.

Cara's lustful rhythm slowed as she turned about face and found me at the door crack. Frozen, i found myself at a loss for words.

"Are you just gonna stand there clutching your junk looking stupid or are you gonna come in?" she said and let out a devious chuckle.

The purple in her eyes flared and the strange feeling deep inside me drove me toward the waiting teacher.  Before i even knew it my jeans were off and at my ankles leaving me in my boxers and tight fitting T shirt.   My lips immediately met hers as we kissed deeply and passionately.  My hands explored her soft, plump chest feeling the material of her bra.  In mere moments we were on her bed still kissing and heavily dry humping in madness and ecstasy. A wicked grin appeared on her mouth as we broke away from our long, moist kiss.

"Mmmmyes, you'll do just fine." She said still grinning.

"What do you mean Cara...?" I said in a daze still in shock from the heated interaction.

"Up!" She demanded with a purple glint in her eyes.

Automatically responding to her command i dismounted her and stood by her bed, unmoving; my body awaiting it's next order.  Miss Abshire stretched her back and stood a from her bed a few feet in front of me, readjusting her panties that my excited dick had askewed.   

"You see, pervert, I'm a witch. Specializing in power full magic that alters the human body.  One can only practice so much on herself." she said as she cupped her bountiful boobs.

"And by the look of 'things'," she tugged playfully at my boner "I've done a damn good job!" She laughed a shiver down my spine.

"I needed some poor soul to practice on and since you took my bait and snuck a peek  that poor soul is you!"

Terrified, I could do nothing but stand in silence, a prisoner of her spell.

"What shall i do with this little pervert, hmmmmmm....?"

 The witch  walked seductively towards me and smiled in revelation.

"Just realized what i want to do, i need to shrink this pervert down to size!"

Her eyes burned fiercely and the strange feeling in me matched.  It began in the pit of my stomach almost like a hunger, then spread vastly to my limbs.  I yelped from the sudden almost pleasurable pain realizing my voice had returned for the time being.  I looked to the face of my captor and my fear was confirmed as i had apparently shrunk to the level of her breasts.  I quickly look down to see the floor slowly coming toward me;  my shirt now loose fitting and my boxers barely holding up.  Moments later i was faced with another interesting part of her anatomy, her crotch.

"Just a little bit further, my toy." she said with excitement in her voice as she delivered a few quick humps to my face, the scent of her feminine odor entering my nostrils as i dwindled pass her pussy. Before i knew it i was just passing her knee; my boxers fell off my small frame, i was clinging to my shirt as it fell to cover my private parts. The shrinking sensation finally subsided as i reached the height of 5", about the size of a ken doll. The giantess towered before me and marveled at her work, her hands on her hips.

"Perfect! I amaze myself." she cackled once more.

Her eyes wandered to my lower half cowering behind my shirt.

"Put that down little man i need to see if everything shrunk to proportion." she demanded as she easily wrestled the shirt from my miniscule grasp to reveal my half inch member, still as hard as it had been moments ago.

"My dick!" i squeaked in horror shocked at the sound of my tiny voice.

The giantess laughed hard "Look at your itty bitty weenie! and your voice is too cute!"

She hastily bent over and picked me off the floor examining my doll sized body.

"You know before you walked in i was, ahem, enjoying myself. Watching you diminish has gotten me so wet and since you robbed me of my orgasm i think you need to make it up to me."

I tried to plead and beg but could not be heard over her laughing.  Dropping me on her giant bed she undid her bra letting her perky tits bounce free.  For that brief moment i had forgotten about my shrunken predicament as i stared at her perfect rack complete with dark, silver dolor sized areolas. She again picked me up in my moment of awe and brought me to her face.

"Enjoying the view little pervert? How about a closer look?" Before Cara even finished her  sentence i was pushed face first into her left nipple.  She moaned sensually as she kneaded me into her boob. After rubbing her left tit for a time she switched me to her right. The witch started to rub her covered pussy with her free hand and proceeded to remove the last bit of clothing she had.

"I've always wanted a living dildo, and Damion babe, you're the perfect size."

Her grip tightened around me and brought me down to her hot, wet, waiting sex completely shaven. I barely had time to take a breath when i went head first into her vagina. The deeper i went the more overwhelming the smell became and drove me wild! I felt m captor sit on her bed as she began to pump me in and out of her.  I fastly found her clitoris as in repeatedly hit my face, i couldn't help but work my arms from my side brushing against her fleshy wet walls and grab hold of it.  I heard her scream in enjoyment and demand more. Her juices began to flow past me and lubricate my confused but still engorged penis as it slid all over her walls; building up to the most intense orgasm i've ever had. Not even 5 seconds after that i blew my load.  Feeling my orgasm within her, the giantess pushed me even deeper into her, leaving only what was below my ankles outside. Still clutching her clit i came again, not soon after i felt the area around me tighten squeezing me.  My entire body went numb when her sex juices went into my mouth.  As i drifted out of consciousness i heard the witch gasp and what had what i could gather was a wonderful orgasm.

An untold amount of time passed as i slept inside my teacher.  I was jostled from my slumber as her fingers pulled me from her pleasure cave sticky stiff, and exhausted.

"Not bad dildo boy." She smiled weakly and brought me to her open lips to lick me clean. I heard a grumbling noise emit from her stomach.

"Now that im done with you, i could swallow you whole never to be heard from again!" she said as she dangled me over her open mouth.

I screamed and pleaded as i kicked away from her waiting throat tears forming in my eyes.

"Oh little pervert, i wouldn't do that to you. You haven't quite learned your lesson yet. I, your mistress, still wants to play with you."

"Please my mistress," i  squeaked  "return me to my normal size, I'll do anything!"

The witch laughed "Don't act like you didn't enjoy it too, i felt you cum. But i guess i could restore you from fun sized ,for now."

I was again dropped on her bed as her eyes flared the now all too familiar purple. I gradually began to grow to my original 5' 11".  I stopped my growth just taller than Cara and stoop before my mistress naked.

"Thank you my goddess." i said my voice still the same as when i was shrunk.

"My voice why didn't you change it back to normal?!"

"Well," she said in her usual seductive tone "maybe i need more practice in the restoration process, or maybe i like your cute itty bitty voice better than it was." she giggled.

Unblinking she was again wearing her blue bra and panties.

"May i too have my clothes mistress?"i squeaked hopefully.

She smiled slyly and pointed down to my crotch. I looked in surprise to find a pair of panties matching her s with my normal sized cock bulging obscenely against the fabric.

"These will be the only garments you wear within my presence, I will only allow you to leave to not arouse suspicion of your disappearance.  You will return when i summon you every day until i deem your punishment complete. You will only cum for me until that time comes to pass, in fact to instill some insurance..." She pointed at my blue lace colored bulge and it began to shrink to an unimpressive 1"

"That should keep you from putting your perverted little peepeee into anyone else.  Oh, and if you fail to return here when i summon what's left of that with morph into a nice tight pussy forever, so don't disappoint!"

She showed me to the door and threw my clothes (save my boxers of course) at me.

"I'll see you soon Damion Dolly, there are a few more spells i need to brush up on, because after all," She kissed me and stuck her tongue deep into my throat  "practice makes perfect!"

I dressed and hurried to my vehicle trying to shake the feeling that i could not wait to return.....