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Michelle decided it was time for the next phase in her plan …

“Well, Nicky,” she said with a sparkle in her eye, “while you’re considering my offer … we might as well finish up the homework, right?  Now that we’ve started it.”

Nick gave a reluctant frown, slowly but hesitantly starting to shake his head ‘no.’

Michelle just smiled and patted him lightly on the back, saying confidently, “Oh, I think this is the best idea.  It’ll help take your mind off of things.”  She said it almost matter-of-factly, as if she knew that she knew best …

Without waiting for him to reply, she took a seat and arranged some pages on the table.  Meanwhile, Nick looked down at her still with a troubled frown, never one to enjoy doing homework – particularly with his new awareness of how the potion had been making him dumber.  The last thing he wanted right now was to showcase this further.

But just before he could decline, Michelle glanced up at him, seeing him still standing atop his chair, and she said offhandedly, “Oh, take a seat there if you’d like.  Or, I dunno, maybe you could sit right here …”  She scooted back and spread her legs apart, patting the space in between.

Nick gulped, his eyes drawn to her wide, bare hips and meaty thighs.  “Th-There??” he stammered.

Michelle giggled.  “Yeah, there’s plenty of room for your little tush here …”  But she added with a shrug, “You don’t have to.  Just a thought.”  Her hand moved from the chair to her thigh, idly tracing her fingers along her bare skin, inviting him closer, as she looked up with a questioning look on her face.  “Well?  Should we work on the homework together?  Or would you like to go do something on your own somewhere else instead…”

He found himself mesmerized by the improbable curve of her life-giving hips, adorned with the cute triangle of her thin panties.  And those round, smooth thighs …

“Um … I guess we could do homework …”

Michelle’s eyes lit up cheerfully.  “Cool!  So, where would you like to sit?”  She rubbed her thigh meaningfully.

He paused.  How to tell her, without seeming too eager?  “Uhh … “  Come on, Nick.  Think!  “Well … it’d probably be easier to work together if …” His voice trailed off as he simply gestured towards her thighs.

“Oh, you wanna sit here!  Sure!” she chirped, sounding pleasantly surprised.  “Here, need some help?”  She extended her hands to guide him as he cautiously stepped across from his chair to hers, almost slipping.  But thankfully she was there to catch him.  “Whoops!  There we go … just slide your little buns down … good! …”

He felt so ridiculous, like a clumsy toddler clambering over an adult.  Yet, despite his reservations, he found himself all too eager to let her hands guide him down to his destination.  He plopped down between her legs which served as oversized armrests as he nestled between them.

“Comfy, Nick?” her silky voice called down to him.

It was wonderful.  But he tried to keep his voice level and courteous.  “Yes, thank you,” he replied, turning and tilting his head back to look up at her face hovering well above his own.  He saw her face, smiling cheerfully down at him.  But then he noticed – dear god … the massive swell of her chest was right there, pressing forth through the overstretched fabric of her shirt, ballooning outwards to say hello …

He jerked his head away, looking straight ahead in shock, trying to pretend her breasts weren’t looming right behind his head, almost begging to be used as a pillow … Now, seeing how he was boxed in on both sides by her thighs, massive cylinders as high as his belly button, and as he felt her enormous hand reaching under his arm and snaking loosely around his chest, he began to feel trapped, like he was in over his head.  He wondered what he had gotten himself into …

“Great!  Glad you’re comfy …” Michelle replied, seemingly completely oblivious to the effect her body was having on him.  As she got herself settled in, she mentioned suddenly, “Oh, Nicky, before we begin … where are those extra vials I gave you earlier?”

Nick started. “The-The vials?” he replied with consternation, his mind suddenly clouding with the thought of those wretched things.  “Why?” he asked with distrustful suspicion.

“Oh, sweetie, I didn’t mean it like that!” Michelle replied kindly, rubbing his hair affectionately.  She used her hand to turn his chin, tilting his head so he would look up into her earnest eyes.  “I would NEVER ask you to drink the potion again – not now that we know what it’s been doing to your mind.  I’ll admit, it has been … wonderful … growing so much … but”  She sighed distractedly, a wistful glint in her eye.  But her expression turned serious as she looked down at Nick, her hand gripping his chin more insistently now.  “Nick, I have to ask you to do something for me – for both of us.  You have to keep those vials out of my sight.  You can’t let me be … tempted by them …”  There was a fire in her eyes – intense, … disquieting …

Nick turned his head and averted his gaze, looking out across the table.  As luck would have it, his eyes settled on the glass of milk – noticeably pink, from the potion … Oh, no …

Michelle noticed, of course.  She turned his head back to face her.  “Do you understand, Nicky?”  He quailed under her glare.  “I want you to promise me you won’t let me use the potion on you.”

What to do?  Earlier, he had been trying to GET her to drink the milk … but now he feared what would happen if he told her what he had done.  He decided his only choice was to pretend he hadn’t done anything to her milk; she seemed done with it, anyway.  And then later when he got a chance he could get rid of it.  Besides … it wouldn’t even work, since he would have to drink the milk too.  And there was no way in hell he would let that happen.

So he felt confident enough to reply, in a quiet little voice, “Yes, Michelle.  I promise.”

Michelle gave a loud sigh of relief, relaxing her grip on his chin.  “Good.  OK.  Let’s move on, shall we?”

“Yes,” Nick agreed wholeheartedly, happily putting this out of his mind, quickly forgetting as they shifted focus to their homework.

Michelle gave him a pleasant smile and guided his head forward.  “So, where were we … Ah, question nine.”  As she began gathering his pencil and paper for him, she let out a long yawn, ending with her arms over her head stretching her torso lazily.  Down to the side, he saw her shirt lift up to expose her heavenly midriff, making the wide flare of her hips even more evident.  The comparison was shocking – her hips stretched more than twice as wide as his; and he felt just a brief demonstration of the power in her thighs as they clamped down on his little hips as part of her stretch.  She was so much woman, surrounding him with her size and beauty, engulfing him in the sweet scent of her perfume …

Michelle hummed pleasantly after her satisfying yawn, her left hand loosely draping across her thigh, her fingernails happening to brush against his own thigh in the process.  Meanwhile, she took his right hand in hers and guided it up to the table where his pencil lay in wait.

“Now, I think it’s important that you try to do as much of the problem on your own as possible.  I’ll help out when needed, but I’d like to see how capable you still are on your own.  So, try as hard as you can to impress me, OK sweetie?”

Nick didn’t know how to take this at first.  He peered over the table at the pencil and paper, and at the open textbook containing the horrid mess of letters and symbols he knew he couldn’t read.  It hurt his brain just to think about it.

Any yet … those last words she spoke – ‘Try as hard as you can to impress me, sweetie…’ – this lit a fire within him, compelling him to give it his best shot.  He doubted he’d be able to figure out much … but at least she would see him being a man, refusing to give up and succumb to helplessness.  He resolved to carry out her wish, to impress her as much as possible.

He craned his neck around to look her in the eyes and reply, “Don’t worry – I got this,” full of that proud assertiveness that perhaps he had been lacking of late.

Girls usually swooned over this kind of confidence – so he was expecting Michelle to respond by batting her eyes coyly at him, at the very least.  But, instead, she … giggled.

“Tehehe!  That’s the spirit!”  He felt her hand reach up and ruffle his hair playfully.  “Go get ‘em, tiger!” she said with another giggle, then added in a more officious tone, “Now, as soon as you get stuck, just let me know and I’ll help you along.”

Nick blinked in shock.  Her condescending tone … something she would never have used on him in the past.  He began to fear that, after their recent revelation about his intelligence, she now viewed him differently.  Less as a man, and more as … a child.

He felt he needed to SAY something, to stand up for himself …

But she had already moved on.  “Oh, you’ll need me to read you the question again, I’m sure …” she stated frankly, as if this were simply a matter of course now.  In order to reach the book, she leaned forward …

Nick’s eyes went wide, seeing her bosom rapidly approaching out of the corner of his eye.  Oh no … He jerked his head forward again, embarrassed at his thoughts of lust at a time like this.  But her body pressed into his all the same, her flat abs making contact with his back, her jutting bosom making contact with the back of his head …

Nick let out a short gasp and leaned his head awkwardly forward to avoid her.

“Ah, yes,” Michelle chirped, seemingly oblivious to his plight.  She read the question to herself then sat back – but only a smidge.  He could still feel the warmth of her body looming behind her.  “It’s just asking how far away a ball lands when you shoot it at an angle.  Can you see how to start out solving it, Nicky?”

His pulse was racing, wishing more and more with every passing second to be somewhere else right now.  He hadn’t managed to stand up for himself yet … maybe all he could do now was try his hardest with the problem like he had planned, and hope to regain her respect that way.

It was terribly difficult to focus, though, feeling the warmth of her enormous body, knowing it was hovering just behind him.  He tried to think about the physics problem … There was a ball; someone is throwing it … but … damn it, he didn’t even know where to begin!

“Just let me know when you need help, Nicky,” she chirped, only trying to help – but her words definitely weren’t helping right now.

He leaned forward, trying to distance himself from her, trying to focus on the problem.

“Take your time, Nicky,” she encouraged sweetly.  “It’s nice to see you trying so hard.”

‘God, would she just stop using that tone already?  I’m not a child!!’ he thought annoyedly, redoubling his efforts.  But nothing was happening in that little brain of his.

His anxiety grew over the next thirty seconds of silence.  The pencil lay idle in his grasp atop the blank page.

“Just tell me if you need help, sweetie,” Michelle repeated softly, reassuringly.

‘Goddamn it, fine,’ Nick thought to himself bitterly.  “OK,” he replied aloud.

“OK, what?”

‘Jesus … is she serious??’  “OK, I need your help,” he grumbled sourly.  “But just to get me started,” he made sure to add.

“Hehe, no problem,” Michelle replied graciously, patting him on the thigh – causing his cock to twitch.  She scooted forward, preparing to teach him, her body drawing closer in the process.

‘Oh, no …’ Nick lamented, shivering as he felt something big and warm brush against his hair.  He scooted forward himself and tried to focus on her words – with little success.

Michelle began in a rather condescending, didactic tone, “So, can you tell me what happens when you toss a ball in the air, Nicky?”

Nick wished this whole ordeal would just END.  “Um … I dunno …” he replied miserably.  “What do you mean?”

“Well, what I mean is – Oh, actually, can you look up at me while I’m explaining, please?  It’ll help you learn better.”  He felt her hand start to nudge his cheek from the side.

He could hardly bear it, but he complied, turning and lifting his sad gaze up to her eyes.  The body which he had been attempting to avoid now filled his view … God, she was huge … her beautiful face so far above him, looking down with a condescendingly friendly smile; her other impressive assets, hanging so tantalizingly close …

“Good, thank you!” she chirped, then continued in a very teacherly, very humiliating voice, “Now, when you throw a ball, it goes up, and then …”  She raised her eyebrows questioningly.  “Can you tell me what it does then, Nicky?”

“It … falls,” Nick replied, feeling like an idiot.  He tried hard to remind himself, though, that she was only trying to help – she didn’t mean this in any sort of humiliating way.  Still … it was excruciating.  He began squirming beneath her.

“Very good, Nicky!” she congratulated, patting him on the back.

‘Kill me now…’ Nick lamented silently.

“And,” she continued, “What MAKES the ball fall?  What do you call it?”

How could she ask him something like this!  Jesus, everyone knows that.  He started to say the answer: “G … G …”

Wait – what was that word again?

Michelle smiled, helping him out, “Gra … Grav …”

‘Oh, Jesus Christ,’ Nick thought, finally remembering.  “Gravity.”  He hung his head in shame.  He sure wasn’t making this easy on himself.  Maybe she was right to talk down to him like this.

Michelle’s face lit up in a totally exaggerated smile as she congratulated in a high-pitched voice, “That’s right!  Very good, sweetie!  Now, let me show you how to get started …”  She reached forward to gently guide his hand to the page.

She was taking this too far.  “Michelle, I can … I can …”

Oh god.  Her breasts advanced on him, mashing briefly into the side of his face as she leaned forward to help him write.  “uhhrrgh …”  He shuddered, turning forward yet again and leaning away from her as best he could.  But she kept advancing, and soon enough she was … everywhere

Oh no.  He felt her left arm snaking around his midsection, keeping him from pulling as far away as he wanted.  From her casual, almost lazy body language, he was sure she had just naturally done this as a cozy place to put her arm as she leaned forward.  She had no reason to suspect that he was focusing on anything but the homework she was about to explain.  ‘Should I say something?’ he debated.  ‘Should I tell her what she’s doing to me?’

‘No,’ he decided.  ‘No way … far too humiliating … just have to focus …’

But then she leaned forward, just enough that he could feel her body, her breasts, brushing up ever-so-slightly against him.  A nearly inaudible moan escaped his lips as an intense feeling washed over him … and as his cock stiffened even more …

“So,” Michelle began casually, “let’s make things easy and just say gravity equals 10.  No need to worry about units.  Can you write ‘g=10’ for me, Nicky?”

Both her arm and her torso shifted occasionally this way or that, the natural motions of an oblivious Michelle relaxed and at ease, physically comfortable with her little buddy.  But even the smallest motion from her sent waves of sensation coursing through Nick’s body.  He could hardly focus on her words at this point – and probably would have been unable to write anyways.

“No?” she inquired lightly.  “OK, I’ll help you out.  ‘Gee equals ten!’” she chirped, guiding the pencil in his hand, basically writing it for him.

She said something about gravity acting in the y-direction but not in the x, or something like that.  He tried to focus, he really did.  But with each passing moment, he felt more and more surrounded by her – her legs, her hips, her breasts – all of them pressing against him, demanding his utmost attention.  He was beginning to pant … thank god she hadn’t noticed … she was somehow completely oblivious to all this, just smiling and holding him casually as she explained the problem.  Fortunately, she couldn’t see his face, so he could at least keep his eyes glued on the table and make it look like he was listening intently.  Though, if he had happened to look down, he might have realized that his left hand was starting to drift over, reaching his crotch, beginning to rub himself, adding to his pleasure …

He felt her thighs clench briefly against his hips, and thought he heard what sounded like a brief giggle or laugh escaping her lips up above.

But it was so brief that he couldn’t be sure.  He felt her loosening her hold on his chest and retracting her body several inches, giving him space.  He wasn’t sure what, if anything, that had been about – he still hadn’t realized what his own hand was doing – so he only sat dumbly in silence until she concluded, “Anyways … that should be enough to get you started.”

Nick blinked, loosened from his trance.  He scarcely paid her odd cough any heed, focusing on recollecting himself instead and slowing his panting.  And that’s when he glanced down and realized where his hand had gone to.

‘Holy fuck …’  A surge of adrenaline coursed through him as he darted his hand away, resting on … on Michelle’s thigh, her wonderful, wonderful thigh.  Oh, it felt so impossibly soft and flawless, so smooth, so warm … He suddenly felt nervous, uneasy, like his hand didn’t belong there, like he should have asked for permission first before being allowed to touch this living part of her …

He had just started pulling his hand timidly away, when he heard, from up above, “Oh, sweetie, your hand is so cold!”  He felt her own left hand slide forth, easily enveloping his, her long fingers interlocking with his then curling around his hand and squeezing tightly, keeping him firmly pressed against her warm, soft flesh.  He shuddered, knowing her permission was granted.

Unknown to him, Michelle had hardly been paying attention to the stupid little physics problem – frankly, she could have explained it in her sleep.  No, the entire time she had been watching Nick intently, watching with secret thrill as she observed his pathetic squirming, watched his hand drifting towards his own erection … God, what a rush, to see that …

That’s why she had taken his hand in hers, pressed it against her thigh; ‘His hand won’t be going anywhere now …’ she thought with a devilish smirk.  ‘At least, not yet …’

“Are you cold, Nicky?” she asked, masking her true intentions.  She watched him nod, felt his little fingers squirming against her thigh.  He was more than happy to pretend this was why he moved his hand there – and he thought she was none the wiser.

“Aww … you poor thing,” Michelle replied.  “Need me to help warm you up??”  He felt her right hand begin to tug backwards on his shoulder, drawing him towards her …

His temporary relaxation instantly vanished as he jerked forward, resisting her hand.  “NO!!” he exclaimed urgently, though he quickly added, with embarrassment, “I mean … no thanks, I’m fine.”

“My, you’re acting funny!”  She giggled and squeezed his hand against her leg again.  “Just relax, sweetie … it’s OK, you can be comfortable with me.”

Oh, god, did he want to get ‘comfortable’ with her.  But … he just couldn’t.

“Anyways …” Michelle added, adopting that condescending tone again, “now that I’ve gotten you started, wanna try the homework again by yourself?  Think you’re up for it?  Or would you rather just let me lean forward and do it for you …?”

Wait – did she say ‘lean forward?’  Nick shuddered involuntarily.

Michelle’s face, unseen by Nick, lit up with pleasure, sensing his hesitation and knowing the conflict in his mind.

Five seconds passed with no reply from Nick.  She only wished she could see his face …

She scooted forward in her seat, leaving less room between her and the table.  “Here, let me take over,” she said, her tone generous and helpful – but her eyes full of mischief.

Galvanized into action, Nick picked up his pencil and snapped, “I can do it!”, scooting forward himself to keep away from her, to keep focused on the task at hand, to impress her with his gumption.

She didn’t respond like he had intended.  She giggled and replied, “Sure thing, Nicky.”  And then, more quietly, as if to herself, but still loud enough for him to hear, “Such a cutie!”

Nick cringed, reminded of her shifting perception of his abilities, knowing he couldn’t just give in … could he?

No … he had to keep fighting.  But it was just so hard, with her surrounding him like this …

As soon as he put pencil to paper, though, Michelle scooted forward again.  Nick groaned as he felt her rub up against his back … He scooted forward, too, but was almost out of real estate with the edge of the table just inches in front of him.  He knew she only scooted up to get a better view of his writing – but it was making things so hard for him.  It was so humiliating knowing she was affecting him like this without even trying.  He clenched the unwieldy pencil in his hand and tried to write something, anything.  But thinking and writing on his own … it was just so difficult, so laborious … God, her perfume smelled amazing …

“Whatcha tryin’ to write?” Michelle chirped lightly, leaning forward … forward …

Her chest jutted out so damned far; Nick whimpered and rolled his head forward, shying away with what precious little free space he had left between him and the table.  Surely she would notice his uncomfortable posture, hunched forward so miserably …

She brushed his right hand away to see what he had written.  She giggled when she saw the small, wandering pencil mark which was all his feeble hand and mind could manage.  “Aww … you need me to help you write, don’t you?”

She paused, long enough to let the conflict rage in his mind.  Then, she began sliding slowly forward, just until she could feel the sensation of his little body brushing against her front.  And she knew he couldn’t move away from her any farther now.

Don’t you, Nicky?” she repeated in a quiet, level tone, more of a demand than a question this time.

She could feel his body shuddering through her tight striped shirt.  A pause; then a whispered reply, almost a whimper: “yesss …”

She exhaled in pleasure, taking care to do so slowly enough to avoid tipping him off.  “Gooood …” she replied.  “Just let Michelle help you …”  She brought her right hand up to wrap around his own hand holding the pencil, while at the same time she allowed her back to lean forward slightly but noticeably, until she could just start to feel his shoulders beginning to support the heft of her two breasts, and feeling the back of his head and neck tightening the already-overstretched fabric covering her cleavage.

As he moaned, she could practically feel it vibrating through his body, vibrating against her.  She felt his puny little body squirming, trying to avoid her overwhelming size.  But, most thrilling of all, she felt his left arm on her thigh begin to tug, trying to break free of her hand and move towards his crotch …

Oh, she was loving this.  She only squeezed his hand tighter, keeping it firmly in place, denying him permission to give himself release.

Nick, of course, in his unreasoning lust hadn’t even intended to move his hand.  But he soon became aware of himself struggling and being unable to move it.  In a moment of horror, he realized what he was doing and stopped struggling immediately.  His eyes full of panic, Nick wondered if that had been merely a squeeze of tenderness and friendship … or had she somehow realized, and was actively keeping him from fondling himself – on purpose

He could hardly think, the pillowy warmth of her breasts filling his every thought, the imposing barriers of her thighs holding him in, containing him, surrounding him.

And yet … if this was a prison, it truly was a magnificent one.  For a moment, he questioned why on earth he was still fighting against it?  Wouldn’t it be easier and better to just … relax … lean back … sink into her flesh …

Michelle watched his body language with the utmost fascination, seeing him so tense and anxious, twitching now and then … and from the hard bulge in his boxers, he was no doubt ready to come at a moment’s notice.  But she hardly even had to try in order to restrain him, keep him teetering on the edge; she made sure to keep contact with him, her breasts hardly even squishing into him, just enough to keep them ever-present in his mind – keeping him exactly where she wanted him.

She decided a bit more of that condescending child-talk was in order – so fun to humiliate him with.  “So, Michelle is here to help you now, Nicky!  Just tell me what to write, sweetie.”  She squeezed his right hand in hers, guiding the pencil in his hand to the page.  Nick noted that both his hands were now controlled by hers – moving under her will, not his own.  Like a marionette.

After giving time for a pause, Michelle laughed.  “Oh, what was I thinking!  You probably still don’t know how to do the problem – it’s still way over your head, isn’t it?  Even after I tried to explain it to you?”

He responded with a miserable-sounding murmur.  Michelle rubbed her chest briefly and lightly against him.  “What was that, sweetie?”

He murmured a bit louder, finally making a noise that sounded something like ‘no’.

“Aww … poor baby …” she replied, rubbing her chest against him a bit more, lightly back and forth.  “You’d rather I just did it for you, wouldn’t you?  You tried so hard … your brain must be SO exhausted … Why don’t you just sit back and let Michelle take care of everything from here??  Hmm?  How does that sound?”

She felt him starting to shake, his little mind no doubt trying his hardest to resist her.  But she sensed he was beginning to lose the battle, as she felt his left arm again trying to move to his crotch.  He really couldn’t help himself …

Michelle began slowly, almost imperceptibly undulating her hips and torso, toying with him.  She knew he felt it, by the low grunts and moans that were starting to escape his lips. 

“Oh, you poor thing!  Physics is hard, isn’t it?” Michelle commiserated, pretending to misinterpret the cause of his moans.  She patted his left hand, squashing it against her thigh.  Without waiting for his permission, she began moving his hand, guiding the pencil, writing out the solution to the problem on his paper.  Nick whimpered, but Michelle just shushed him gently and added, “It’s OK, sweetie.  You just sit there and let Michelle take care of it for you.”

Nick almost wanted to cry, his mind dimly aware that she wasn’t even bothering to explain it to him anymore, like she assumed he wouldn’t understand anyway.  Maybe this were true, but … but …

He moaned, losing his will to protest under the slight but steady undulations of her body around him, slowly swaying against him, rocking him ever-so-slightly.  Michelle was obviously unaware she was even doing it – and yet, it felt so amazing, it was all he could think about …

He could barely keep his eyes open as she finished the problem in no time at all – obviously completely trivial for someone of her intelligence.

“See, that wasn’t so bad,” she told him in a sweet voice, showing him the few lines of derivation.  “Want to try to do Problem 10 now, Nicky?”

Nick cringed.  “No!” he whimpered anxiously, just wanting to end the humiliation and get out of this predicament.

Michelle smiled.   Exactly the answer she was looking for.

“Aww … OK, sweetie.  It’s OK to give up.  I’ll do it for you later.”  She pushed the textbook and papers away, and then gave him a temporary reprieve by scooting back just an inch in her chair.

Nick looked to the side, anticipating her sliding back from the table and letting him out now.  He needed to get away from her; he needed … release … He needed to run to the bathroom … He couldn’t wait any longer …

But she didn’t budge.  He tried to pull his hands free, but Michelle held them in place with no effort at all, like she didn’t even notice his efforts.

“How about we move on to something a little easier for you, Nicky?” she asked casually, pulling forth a clean sheet and placing it in front of them on the table.  “How about some writing practice?”

Oh no – didn’t she notice him urgently trying to free himself!  He was squirming and tugging so hard, but was he really just that weak?

“OK, let’s get started!” Michelle chirped, still apparently oblivious to his struggles.  She began slowly scooting forward …

Nick whimpered, abandoning his struggles, focusing instead on contorting himself away from her as much as he could.  ‘Not again …’ he thought.

“What word should I help you write first?” she asked cheerfully, leaning her torso …

He knew it was now or never.  He had to stop this.  “Michelle, w—“

“Oh, ‘Michelle’!  That’s a good word to learn!”  She guided his pencil to the paper.  “The first letter is ‘M’. Can you remember what an ‘M’ looks like, Nicky?”

Nick shook his head, redoubling his protest.  “N-N-No!  I—“

“Oh, you can’t??  Well, that’s OK.  Just follow my hand.  ‘Emmmm’ …”  She moved his hand to draw a nice big ‘M’ on the page.

It was hopeless for Nick.  He could hardly articulate single words at this point, much less find the nerve to tell her what her body was doing to him, how good she felt, pressed against him …

“Gooood, Nicky …” Michelle purred.  “Now spell my whole name: M-i-c-h-e-l-l-e … Very good, Nicky!”  She lifted the paper and held it in front of his eyes.  “This is what my name looks like, Nicky.  Remember …”

She guided his hand to the line below.  “Now let’s write it again … M-i-c-h-e-l-l-e … what does that spell, Nicky?”

“Michelle,” Nick replied automatically, surprising himself.

Michelle exhaled with pleasure.  “Again, Nicky …” she commanded, driving his hand to write it a third time.

“Michelle,” Nick said of his own accord, his tone dropping to a low monotone, like a mantra.

‘Oh god, he’s doing it himself …’ Michelle thought, shivering with pleasure.  “Keep going …” she encouraged, continuing to undulate her body slowly, subtly against him from behind.  She could feel his left hand continually tugging against her grip, trying to reach his rock-hard penis which she could see twitching between his legs.  Knowing he couldn’t see her face, Michelle felt free to stare openly, smiling as devilishly as she pleased, all unknown to him.

“Michelle … Michelle … Michelle …” he said, still saying it aloud.

Soon, she pulled her right hand away, watching with fascination as he was able to continue writing on his own – knowing she had managed to ingrain her name so firmly in his feeble mind now.  His hand was shaking, but still managed to write legibly ‘Michelle’ in large letters, over and again.

“VERY good, Nicky … I’m very, very pleased with you …” she told him, with arousal seeping into her voice as well.  She dropped her hand to his stomach, tracing light circles with her fingertips, watching his cock dance and twitch in response.

But she realized, almost too late, that his hand had since dropped the pencil and had also begun to lower, down towards his erection … He didn’t even realize what he was doing, did he?

Michelle caught his hand just before it reached its destination, lifting it back to the table and putting the pencil in his grasp.  She felt his hips bucking, heard him moan in frustration.  ‘Not yet, Nicky …’ she thought to herself with a devilish grin, silencing his protests by laying the weight of her breasts on his shoulders for a brief moment and then pulling away.  She could hear his panting growing louder and louder.

“Can you write any other words, Nicky?  How about ‘pretty’?  Can you write ‘Michelle is pretty’?”

Once she got his pencil moving, she was pleased to find he could still write her name.  The rest, she had to help him with, of course.  “What did we just write, Nicky?” Michelle implored eagerly.

“’Michelle is pretty’,” was his instinctive reply.

“Say it again, Nicky?”

“’Michelle is pretty’ …” he replied again, automatically.  His tone was so solemn and sincere, really buying into it and letting the words sink in.

“Good, Nicky … And what else can you say about me?  ‘Michelle is …’”  She rubbed his left hand up and down her thigh, comparing the sizes of their hands in the process.

“Big …” Nick exhaled.

“GOOD…!” Michelle replied, squeezing his hand firmly.  “I AM big, aren’t I …”  She guided his hand to a new line.  “Now write,” she commanded.

By now he was almost completely unaware of his words and actions, his simple mind so muddled with lust for her.  He could still hear her words and feel the warmth of her body around him, but the rest of his surroundings were completely tuned out and forgotten.

“I’ve been getting SO BIG lately, haven’t I?” she goaded, pressing against him briefly.

“So big …” he chanted aloud, nodding impulsively against the soft fabric of her shirt.  His hand clenched her warm thigh, feeling the amazing softness of her flesh, feeling how big she was.  “SO big …” he said again, and again.

Michelle purred, egging him on with her body.  “It’s so wonderful, isn’t it?  That potion …”

Potion.  Just that little hint from her, and Nick was jarred momentarily from his trance.  There was something he should be remembering … something he had done earlier …

“Well, this has been SUCH a productive exercise, right Nicky?  See, you can learn some things, after all …”  A wide grin spread across her face, as her eyes looked out across the table.  “Mmm … keep writing, sweetie …”

Nick shuddered as Michelle leaned forward.  He felt even more of her weight sinking in to his shoulder and neck.  Her left hand left his thigh, reaching out across the table, reaching for …

… the glass of milk, faintly reddish in hue, from the double dose of potion he had added.  Nick gasped, dropping the pencil as anxiety crept in.

He watched the glass pull closer, hovering over his eyes.  She began swishing the milk around in the glass idly, waiting in silence.  His mind began working overdrive, trying to come up with a way to break it to her, tell her what he had put in the milk.  But what excuse could he give?  He was so embarrassed; he just couldn’t find the will to speak up.

“Go ahead, sweetie.  I want you to practice writing the words you just learned.”  Her tone was so perfectly casual, carefree … She really had no idea …

He could feel her watching him.  She leaned forward, waiting to see him write.  He groaned with the unwanted distraction of her breasts against him, muddying his thoughts at such a critical juncture.  He felt her right hand take his again, guiding the pencil back into his hand, guiding it to the page.  He didn’t have the will to resist, as he let his hand fall back into the familiar motion of spelling her name: M-i-c-h-e-l-l-e.  M-i-…

“You’re doing so great, Nicky!  Would you like some milk?”

What!?  He watched the glass descend to his lips.  He recoiled in panic – only succeeding in mashing himself against her warm breasts behind him.  Unable to speak, he tried to wheel his head around to show her his emotions … but he could hardly turn his head … her breast was too close, too big and heavy, unavoidable …

His right hand was still locked in hers; his left was free, but all he could think to do was push off against her thigh, trying to push her away.  But he couldn’t even come close to budging it.

The glass reached his lips, and began to tilt.  He saw the milk sloshing around inside.  He pulled his head back as hard as he could, knowing this was only pulling him farther into her bosom.  But he had no choice.

He felt her giggling through her chest flesh.  “Oh, you’ll need to tilt your head back farther than that to drink, sweetie.  Here, let me help you…”

No!  She misunderstood!  He was trying to get away, not—

Her right hand lifted swiftly towards him, reaching his forehead and pushing back, plunging him into her cleavage.  He felt himself sinking into her, surrounded by warm flesh on all sides.  Her hand was so strong; he couldn’t resist her force.  But he immediately stopped trying, giving in to the waves of pleasure cascading down his body.

Michelle tilted the glass back, and Nick’s lips, already opened from his panting, accepted the warm liquid, allowing it to flow into his mouth and down his throat.  And just like that, the milk was in his belly.  A moan of anguish escaped his lips amidst his moans of pleasure.

“There you go, Nicky.  Just tell me when you’d like some more.”  She released the pressure on his forehead, sending his head lurching forward from the tension in her shirt pulled taut behind him.  “Now, where were we …”  He felt his hand begin to move again under her tutelage, repeating the last phrase he wrote: ‘Michelle is so big.’

He just sat there, letting her move his hand, feeling himself being pressed lightly from behind by her body as he leaned as far as he could against the table in front of him.  He felt so weak and powerless, as he saw the glass of milk being raised up higher and higher, towards her lips far above … He started to raise a feeble protest, but as she prepared to take an innocent sip she arched her back slightly, enveloping him for a brief few seconds in her warmth as he heard her take a gulp above, still guiding his hand, seeming completely oblivious to what was about to happen.

He knew he could still stop it with his mind, prevent it from triggering – but not like this, not with her huge body surrounding him, enveloping him like she was …

He needed to get away from her, before it was too late!  He whirled his head around to look up at her, opening his mouth to try to warn her of the danger he was in.  But just as he was about to utter the first frantic syllables of distress, she had already brought her large hand to bear on his chin, and was turning him away from her, back to the table!

“The page is down there, Nicky!” she exclaimed with an amused giggle.  “You’ll never learn unless you focus …”  Her huge hand easily spanned the underside of his chin and the sides of his head, holding him gently yet immovably.

She didn’t understand!!  But ... but … god, she was leaning forward again, pressing her heavy flesh against his back, instructing him further.  But he could no longer hear her now – he could think of nothing but her and her body, his mind yielding to his desire as the potion began to do its work …

It was unmistakable – she wasn’t moving her body, and yet now it all seemed to be slowly but surely advancing upon him – her thighs, hips, abdomen, breasts, all of the above … pressing inexorably forward, rising around him, engulfing him more and more … She took another casual sip of milk as she held him pressed against her, keeping the process going … He felt himself being pushed forward in his seat under the force of her expansion, filling the space left by his own shrinking form … She took another sip, still oblivious …

“God, my straps are killing me …” she said to herself, setting her glass down momentarily to reach above his head.  He felt one breast, then the other, being pulled and readjusted, jostling his little head about inadvertently.  “Huh … that’s weird …”

He started to whine, to protest, to warn her – he knew there was still more potion left in the glass, and she could still drink even more …

His shrinking hand squeezed urgently on her ever-expanding thigh, his fingers spreading apart slowly.  He tried to warn her, he really did …

“Hush, hush,” Michelle’s voice called down to him, soothingly, gently.  “You’re overthinking this, Nicky … Let me do the thinking and the writing for you; you just close your eyes and focus on how it feels …”  She took another sip.  “Try saying it aloud again, as I write.  ‘Michelle is so big … Michelle is so big …’”

His resistance faltered, suddenly finding himself doing exactly as she asked, without hardly even realizing it.  He closed his eyes, slowly joining in her mantra as he experienced its truth all around him.  “Michelle … so big … so big … “  By now, her expanding body had him pinned firmly against the edge of the table, her breasts expanding around his head, his neck, his shoulders.  And, all the while, the table was rising higher and higher as he shrunk – he could barely get his chin over the edge now, and his right arm felt more uncomfortable by the second as it stretched up onto the table, his hand still locked in her grasp.  He felt immobilized, surrounded, imprisoned by her warm flesh on all sides … and yet, he only wanted her to keep growing – it was like nothing he had ever experienced …

She was still guiding his hand on the page, still apparently oblivious.  “You’re writing so well, Nicky!  Just think – if we hadn’t realized what was happening to you, and decided to keep giving you the potion … Wow, I mean, things are so hard for you already, but just think how much harder things would become!  What if you couldn’t even, like, talk straight, or walk on your own, or stuff like that … and you’d be so much tinier too …”  Her voice was so carefree, so innocent, still like she didn’t realize the very same changes were happening right now!

She lifted his right hand from the page, uncurling his fingers, and then comparing her own hand against his – moving, squeezing, inspecting; as if imagining how his hand would feel if it were even smaller – all the while, giggling in amusement.

“Can you imagine it, Nicky …” she whispered.  “Geez, you’d have to rely on me for, like, EVERYTHING …”

She could feel his tiny body squirming more and more frantically against her with every word she spoke, his little hand trying so feebly to pry loose from her grip.  She knew, of course, what he had put in the milk, even before she had drunk it and started growing.  She had expected him to sneak a vial or two into her glass – that’s why she had come up with an excuse to leave the room earlier, to give him a chance to do just that.  She was a bit worried that she had taken things too far, seeing how frantic and nervous he was sitting between her legs …

… But she watched, wide-eyed, as his hand left her thigh, shaking and trembling as it found its way to his spasming, twitching member.  That was all the confirmation she needed – he actually LIKED being handled like this, and forced to undergo more shrinking … wow, this was good news for her …

Nick, meanwhile, could soon feel her growth grinding to a halt.  He couldn’t look up – her chest was too big to turn his head – but through her chest he could still hear her taking the occasional long, slow gulp of milk above him.  But … if she was still drinking, then why … why did it stop?

He moaned, knowing he shouldn’t want her to keep growing, knowing he shouldn’t be turned on by the thought of dwindling even more between her legs … But he couldn’t help it – it felt too good

He felt a rapidly growing, intensifying pleasure between his legs … his eyes flitted open, briefly registering the paper full of writing now, his right hand writing all on its own, as if possessed.  He shuddered in another bout of pleasure, looking down, realizing …

His own hand was now vigorously stroking his manhood – when had his arm left her thigh?  It must have happened only seconds ago; but, despite his horror and embarrassment, knowing Michelle was right here with him, he still couldn’t stop himself; he couldn’t stop … He was so very, very close …

“Want to finish the milk, Nicky?” he heard her deepened voice call down to him.

The milk – of course!  She had stopped growing because he hadn’t yet drunk his whole share!  She still had more to grow … oh god yes …

He saw the glass of milk lowering towards him.  He moaned, dropping the pencil and reaching for it, hurrying it to his lips, convulsing in pleasure as his left hand pumped furiously below the table.  The glass almost reached his lips – but then halted.

“You sure you want more, Nicky?  I wouldn’t want to give more than your little tummy can handle.”  She dangled the glass tantalizingly in front of his lips, watching his reaction.

“Yesss …” he hissed, trying to stretch for it, paw at it, unable to hide his eagerness.

She moved it out of his reach just before he could get to it.  He felt giggles reverberating through her body as she playfully flaunted it just out of his reach.  It was just a game to her – but to him, it felt like a matter of life and death.  He NEEDED the milk now, more than he had ever needed anything before.  He NEEDED to feel her grow, one more time …

He was so tiny now; it was so easy for her to keep the glass out of his reach.  He couldn’t take it anymore.  “p-pp-please …” he whimpered, his body shaking with anticipation.

Michelle was loving this.  “Hmm … OK, I suppose I’ll let you have some more milk.  It’s good for you, you know …”

He watched like a man possessed as the glass moved forward, reaching his lips, beginning to tilt … He tried to lean back, but her breasts were even bigger now, too big and heavy for his neck muscles to overcome.  He needed her help …

Michelle giggled, sending vibrations through her chest.  “Here, let me help you again … but you just keep on writing, OK.  You’re doing so well!  Just a few more tries …”  She kept talking, giving him pointers, focused on helping him write … but all he could think about was her hand as it came up and pressed him so firmly backwards, back into her breasts, so big now, so very, very big …

The glass tilted back; the milk came flowing to his lips; and he sucked and lapped at it greedily, his left hand pumping faster and faster … she was about to grow again, very soon, so soon, so—

He gasped and convulsed suddenly as he brought himself over the edge of orgasm, his hips bucking wildly as he splattered his seed all around – onto his chest and arms, onto her thighs, even onto the underside of the table.  He had managed to gulp down most of the remaining milk, though as his head jerked forward some white droplets dribbled down his chin and neck, forming wet spots on his shirt.  His body continued to convulse and shudder for several seconds after, during which he could feel her growing again …

He was in seventh heaven, unaware of his surroundings, focusing on the sweet bliss of feeling her grow … ohhh yessss …

He was jarred out of it several seconds later.  “What on earth … NICKY!!?”  Michelle suddenly and swiftly scooted the chair back from the table, revealing his hand still resting on his waning erection, and the wet spots staining his boxers and shirt.  “You … you CAME!!” she said, stating the obvious, pretending to be genuinely surprised – but then breaking into a short bout of giggling as she added, “Wow … I had no idea …”

He felt her slide back in her chair, opening up to the right.  Then he felt his entire body being moved, rotated, as her enormous hands repositioned his legs to drape over the side of the chair now, allowing her to both look him in the eye and get a clear view of his cum-soaked boxers and shirt.

Nick panicked, seeing the tip of his member poking out through the slit in his boxers.  He frantically covered up, readjusting himself, as he heard her giggle again.  Feeling horribly self-conscious, he looked up to her face, stunned by how high above him it was, even sitting … she looked so much BIGGER now after that double-dose of potion.  He saw her breasts looming in the corner of his eyes, rounder, fuller.  He shuddered, knowing his own tiny head had just been nestled there, fitting comfortably between those breasts – and now, with them even bigger … god, he just wanted to reach out and squeeze them …

He found himself growing hard – again.  ‘Oh no … please don’t let her notice …’ he thought, nervously readjusting his hands atop the sticky mess of his boxers.  He felt a sudden rush of embarrassment, suddenly feeling the need for privacy – but he could find none under her prying eyes.  She stared freely down at his crotch as she tried to keep a straight face – tried, but failed.

“I’m sorry, Nicky,” she said, covering her mouth with her hand to stifle another laugh – a laugh that was genuine, not faked.  She knew he would come eventually, of course – but it was still funny.

She kept playing the ‘innocent’ card, though.  “I know, I should be more mindful of you and your … affliction … I mean, I guess I figured last night at dinner was just a fluke, but … I didn’t realize just sitting here with you doing homework would, um …”

Nick grimaced, wishing there were some corner he could curl up and die in.  He couldn’t believe she was still sitting here, watching him – not giving him an ounce of privacy … she just didn’t seem to understand his humiliation …

Her huge fingers wrapped around his upper arm in a misguided attempt at comforting him.  “Look, Nicky,” she began kindly, “I’m sorry – really!  I forget sometimes what my body can do to a guy.  I’m just not used to it, you know?  It can be tough being like this, having everybody watching you …”  She motioned down to her torso, inadvertently tempting him to look again.  He felt his arousal stirring.  God, she didn’t even realize she was doing it to him yet again, did she?

“Oh, right …”  She reached over his head, grabbing a napkin on the table which had been left there from breakfast.  “Here …”  She seemed to blush, turning her head away.  Nick really, really didn’t want to clean himself up in front of her like this … but what choice did he have?  He did so as quickly as possible, praying she wasn’t sneaking a peek – especially praying she didn’t notice that his erection had already returned.

He finished up and then suggested meekly, “I … I’ll go put this in the trash …”  He started scooting off the chair.

“Wait a minute …” Michelle said slowly, holding her hand out to block his escape, immobilizing him.  Still seated with him on the chair, she cocked her head to the side, eyeing him funny.  Nick watched her look from him, then to her own body, her hand lingering on the bottom hem of her shirt, which had risen up past her navel now after her latest growth spurt.  She tugged on her panties, now tighter than ever.  Finally, Nick watched her hand run up her side, settling on her noticeably enlarged breast as she hefted it slowly, sizing it up.

“Nicky …” she began, her suspicious gaze falling upon him.  Nick squirmed like a child who had just been caught doing something naughty.

She knew she had grown, of course, but was just keeping up the act.  She blinked down at him, as if seeing him for the first time.  “Oh my gosh …” she whispered, her hand leaving her breast and moving to Nick’s arm, pinching his bicep, then his forearm, then his shoulders, probing, examining.  Her face held a look of special fascination as she observed aloud, “Nicky … you’re SMALLER … my god, you’re even smaller than before!!”  She placed her open palm atop his hair, seeing how easily she could wrap her fingers around his head.

She was totally invading his privacy but didn’t even seem to notice or care, too preoccupied with his new diminished size.  “Michelle …” he whined in sad protest, squirming in his seat.

She removed her hand, at least, but then looked him in the eye and asked with great interest, “Nicky … did YOU do this??”  She leaned in.  He writhed in discomfort.

“You wanted to make me prettier again … didn’t you?”

Nick looked down, avoiding eye contact.  But she wasn’t making things easy for him – watching him in silence, apparently willing to wait as long as it took to get a response from him.  And he had the feeling she wouldn’t have let him run away now if he wanted to.

A sad moan escaped his lips.  He felt it best to defend his actions by saying, “I … I put some in the milk, b-but only before knowing about the … the …”  He slowly pointed to his head, meaning to say how he was getting dumber.

Another silence, long and tense, thoughtful …

And then, the million dollar question: “…So why did you still drink the milk?”

Nick’s blood froze in his veins.  He had no answer for that.  Michelle could see him start to tremble with agitation.  “B-But … I-I …”  He looked up at her, and she knew his face was trying to hide the truth, but … his expression was so priceless that Michelle almost laughed despite herself.

Instead, she adopted a fraught expression, squeezed his shoulder sympathetically, and drowned out his response with a rapid flurry of words: “Oh, Nicky, you don’t have to say it – I think I know why …”  He wanted to speak, but she added too quickly, “But … but what are we going to do now?  I know I can’t be trusted with holding on to those vials – I’d be … SO tempted to use them, seeing how much you like it, and how much I like it …”—she shuddered—“… Oh, but we just can’t afford to put you through that, sweetie!!  I had hoped you could be trusted with them, but now … I’m not so sure …”

Nick’s face contorted with confusion and shame, as he protested meekly, “Y-Yes I can … please …”  He really wanted the responsibility of holding onto the bag of vials; it would really give him a sense of pride, and a sense of being in control – something that seemed hard to come by for him these days.

Michelle sighed, looking down at Nick with sympathy.  “Oh, sweetie …”  She lay her hand across his shoulders – and just the weight and feel of her arm touching him was enough to get him going again, especially with the rest of her body so close … and so freaking BIG now, noticeably bigger in every way … Even sitting there on the chair with him, her torso totally dwarfed his upper body, his eyes now no higher than the undersides of her massive breasts.  He suddenly felt a burning need to see how their bodies would compare standing up … but that would have to wait for the moment, as he remained in front of her on the chair, his arousal steadily building once again …

Michelle, apparently oblivious to his plight, continued frankly, “You know how you get, around me, honey – and what’s to stop this from happening again?  What if I don’t stop you?  You get so easily excited around me now, and I won’t always be able to realize when it happens …”

He began to protest, but honestly wasn’t quite sure if he believed it himself.  “M-Michelle, I … I can … handle it … I promise …”  His voice trailed off, though, as she happened to shift in her seat, and Nick couldn’t help but notice the heavy wobbling of her breasts through her shirt, as well as feel the sliding of her skin against his neck and shoulders as her arm moved slightly.  Goddamn it … this was practically NOTHING from her – she wasn’t even trying to be sexual AT ALL … and yet, all it took from her now was just the slightest, subtlest movements from her to draw his undivided attention.  As Nick moved his hand and looked down to check, he saw another full erection already pressing against the thin fabric of his boxers.  It was beginning to frighten him how strongly he reacted to her presence now … it was so embarrassing, so unlike him …

He looked back up to Michelle – but her expression had completely changed, replaced with a frown of surprise and dismay.  She looked down at his crotch, brushing his hand aside with her own to get a better look.  He tried to move his hand back to cover himself but she held it off like she didn’t even notice his efforts.

“Oh, sweetie …” she muttered tragically, shaking her head.  She quickly retracted her hand and withdrew a step as if she was afraid of setting him off any more than she already had.

A heavy silence fell between them.  Nick could see in her eyes, far above, that she had lost all confidence in not only his intelligence and abilities, but his self-control as well.  And even now, he couldn’t get rid of his erection – it was still throbbing away, unable to keep from reacting to her towering presence before him.

He looked up with shame in his eyes.  “I’m sorry, Nicky,” Michelle told him reluctantly.  “I just … don’t feel safe letting you keep those potions anymore.  I think it’s best if I hang on to them.”  At least, looking up at her pained expression, he knew she hadn’t wanted to hurt him like this.  And deep down, Nick also wondered: maybe she’s right

He closed his eyes for a brief moment, and felt a new swelling of pride from deep within himself.  “No!”  he blurted suddenly.  He wasn’t ready to lose this responsibility yet.  With a wavering but growing surge of confidence, he looked up into her eyes and countered, “You said YOU were the one who couldn’t resist the potion.  I … I …”  He hesitated, then said with determination, “I think I’ll be the one hanging on to them, actually.”

Nick almost did a double-take, as surprised by his sudden confidence as Michelle was.  ‘Where did that come from?’ he wondered.  It seemed like forever since he had spoken like that.  It had felt like his old self again, standing up for himself, wielding his power over Michelle.  These days perhaps he wasn’t quite as able to assert himself over her physically … but if he controlled the potion, he could control her desires.  And he was sure good things would follow.

He braced himself for her rebuttal, sure that she would try to talk him out of it.  A tiny little thought popped into his mind, a dirty thought, one that filled him with apprehension: Now that she knew how much influence her body had on him, she might realize she could use it against him, in devious ways …

But SURELY she would never intentionally take advantage of him like that …

But what if she did?  Oh god … why was this thought turning him on so much??  Did he actually WANT her to use her body against him …??

Her torso advanced towards him, and his heart fluttered in sudden panic.  ‘What is she about to do with me …’ Nick wondered, his cock already twitching in his underwear, his heart pounding.

But she had merely leaned forward on her way towards standing up, rising higher and higher, stepping out from the chair and moving a few feet away.  “Maybe you’re right …” she said softly, almost shamefully as she turned away from him.

Nick was mystified, blinking in surprise as he found Michelle unexpectedly in a vulnerable state – not dominant or manipulative like he had imagined.  She was just standing there …

He didn’t know how to react.  Maybe he should go to her, comfort her??

“Wh-What is it, Michelle?” Nick asked after several long moments, slowly climbing down off his chair – which was becoming something of a chore for him now.  He dropped to his feet, turned, and … and …

Dear god … her SIZE …

She was almost fully twice his height now, his head merely level with her rounded bottom, looking so breathtakingly plump in her skimpy white and purple panties.  She had seemed about this tall last night – but this time she didn’t need heels to make her legs as tall as his whole body.  And along with that view of her long, bare, shapely legs, her body was as impressive from behind as it was from in front.  He timidly stepped forward, remembering he was supposed to be trying to comfort her … but in reality, each step he took towards her filled him with an even greater sense of awe … and trepidation.

Michelle stood leaning against the edge of the doorway several feet from Nick, still looking away from him.  “There’s something I haven’t told you … something you should know …”  She hesitated.  “I … I can’t stop thinking about yesterday …”

Nick froze just a few steps from her, his heart pounding in his chest.  “Y-You mean … w-with me??”  He held his breath, shaking.

“No …” she replied sadly.  “With Colin.”

Nick’s jaw hit the floor.  “WHAT!??  The principal??”

Michelle’s head dropped, apparently ashamed of her actions.  “It was all so … new … so exciting … Oh, god … I got so carried away … and then when I saw the way he reacted when I said I’d shrink him, I just … couldn’t help myself …”  Nick watched her shudder.  “Oh, the things I said I’d do to him after that … such terrible things …”

Nick stared wide-eyed up at her towering form, trying to process what she was saying.  This was all coming out of left field and it left him at a total loss.  He had already all but forgotten about Michelle’s visits yesterday to the principal – but obviously she hadn’t.  She had mentioned getting carried away with the principal before; but how she described it now was sounding like a whole new level …

It was all so surreal to him … he almost began to wonder if she was just making this up, the way she was pulling this on him out of the blue like this … and yet she really did seem genuine.  He still didn’t know what to think … but he decided to believe her.

And he now felt hurt, even jealous to hear her say these things.  She was supposed to be HIS girl!  “Wh-Why are you saying this …” he uttered, using anger to cover up his sadness.

Michelle wheeled around.  “Oh, pumpkin!  Because each time you get tinier, I just … have these thoughts … I can’t help it …”  She swiftly bent at the waist, placing her hands on her knees, and told Nicky earnestly, “So, you see, I can’t be put in charge of those vials, because I just don’t know what would happen!”  She reached forward and ran a tender hand through his hair.  “But I know you’re nothing like Colin – you’re too strong and confident; you like to be in charge … you’re not weak and submissive … Oh, honey, I don’t want to subject you to ANY of that!”

Nick stood speechless before her, his mind reeling with a confused jumble of thoughts – thoughts about her, and him, and whether he was still the same man he used to be.

Michelle’s pained, empathic expression comforted him some.  She closed her eyes, seeming to consider her next words.  Then, opening her eyes again, she told Nick, “I … had a thought, about how to save us, save our relationship …”

The word ‘relationship’ grabbed Nick’s attention like a bolt of lightning.  He listened with rapt attention as she went on, “What if YOU still hung on to the potion and kept it safely hidden from me.  And then there’s something else – I may have thought of a way to help you with your … predicament, to keep you from losing control of yourself around me …”

Nick’s brow furrowed, his expression both confused and embarrassed.  Michelle explained quickly, “Just now, since that last, um, growth spurt you gave me, my mind just feels so … how should I say … powerful.  It’s like I can come up with new potions and formulas just like that”—she snapped her fingers.  Meanwhile, she noticed Nick’s eyes had dropped down, his hands held low, squeezed together, fidgeting nervously.  This talk of Michelle’s expanding intellect seemed to be making him self-conscious and uncomfortable about his own mind.  Or wait – was that … a small erection she detected, nearly concealed by his hands?

She exhaled softly, eyeing his boxers one more time.  “Anyways … as I was saying …”  She raised her eyes again and resumed, “Just now, I thought of a way to make a new potion that will prevent you from losing control of yourself so easily.”

Embarrassed, Nick whimpered, “L-Losing control??”  He sheepishly raised his eyes.

Michelle gave him a sympathetic look and pointed frankly at his crotch, confirming his intuition.  “You know what I mean, don’t you?”

She saw more nervous fidgeting from his hands.  “Aww, honey, don’t be sad.  Do you realize what this means?” she continued, undeterred.  “We could be free to be comfortable with each other, not have to worry about things like … like that anymore …”  She gestured at the front of his boxers, mostly dry now but showing a large stain.

Nick cowered in embarrassment, his hands more explicitly covering up his front.

“No, no, sweetie!” Michelle entreated, touching his forearm.  “You see, you wouldn’t HAVE to feel self-conscious around me anymore!  It would make things so much easier between us, less stressful … you’d like that, wouldn’t you??”

This was all hitting Nick so fast.  “I-I … um …”  His voice trailed off.  He couldn’t help but wonder just what this would entail – would it make him less interested in her?  Or just unable to get hard?  Or … something else …?  But he was far too ashamed to ask.

“Oh, pumpkin, it’s OK, we don’t have to decide now.  Give yourself time to think about it.  In fact …”  Michelle pulled sheepishly at the edges of her now-seriously-undersized shirt.  “I was thinking of heading out to get some new clothes anyway.  That could give you some time to stay here and think about it.  Unless you wanted to come with me.  But I figure …”

Nick shook his head slowly.

“I didn’t think so.”  Michelle rose to her full height, towering intimidatingly over Nick.  Of course, Nick reasoned, she didn’t mean to intimidate him; but at her size, she just couldn’t help it … right?

“Well, I’ll head out shortly then.”  She frowned, adding, “I really doubt I’ll be able to find anything near my size now.”  She lightly cupped her breast.  “This was already the biggest size they had …”  She sighed.  “Well, fortunately, I think I know an organization who will provide all the clothes I need …”

She turned to Nick.  “Speaking of which – I have a couple of meetings to go to today, with them and some other people, so depending on how things go I may be gone a few hours.”

“M-Meetings?  … Organization??”  He vaguely remembered her going to some sort of meeting earlier in the week – was this related?

She just smiled down at him – almost condescendingly, perhaps – and said, “Aww, I won’t worry you with details.  You just stay here, and stay safe, OK?”  She patted him softly on the top of the head.  He almost felt like he was being treated like a child – she just didn’t seem to respect him anymore as a man.

He was worried about this, but before he could defend himself she was already stepping away from him, going to her room to get ready.

When she was gone and his mind had cleared some, he kicked himself for not asserting himself more.  He also became a bit suspicious about these secret meetings she was going to.  He promised himself that he would confront her about it again before she left.

She had been gone a few minutes already when he decided he could go for some water – mostly to get the taste of milk out of his mouth.  He stepped into the kitchen, but quickly realized the cups were already out of his reach when he woke up this morning – and now he could barely see over the counter, for Christ’s sake.  It was an impossible task.

He lowered his gaze from his pie-in-the-sky goal of the cupboard and settled on the refrigerator instead, thinking there might be a bottle of water somewhere inside.  He stepped forward and wrapped his fingers around the handle.  He tugged.  He tugged again.  And again.

‘Jesus Christ … you’ve got to be kidding me …’ Nick muttered in frustration.

Just as he gave one final heave, Michelle strolled into the kitchen wearing an overly tight pair of jeans and a pair of sneakers along with the same comfy white and lavender striped shirt.  Without breaking stride, she smiled and tousled his hair as she passed by on her way to the counter to retrieve her purse.  “Need me to get anything for you before I leave?” she asked, a hint of condescension in her voice.

“I … uh …”  Nick let his hands fall from the handle as he stared up at her sheepishly.  He resigned himself to asking her, “I’d like some water.”

“Sure thing,” Michelle replied without skipping a beat, unsurprised that he needed help with this.  Nick took a step sideways as he watched her effortlessly open the fridge door with her right hand, then gracefully lean forward to retrieve a bottle of water for him.  “Anything else?  Something to eat?  You might get hungry before I’m back.”  She looked casually over her shoulder at him.

Nick looked up at her, wanting to ask about the meetings.  But he had a feeling she still wouldn’t tell him even if he asked … and frankly he was feeling pretty weak now and didn’t have much will to speak up.  He instead lowered his head and replied softly, “O-Okay …”, letting her take care of his lunch for him like she wanted to.  It would be so much easier for her to do it anyway.

Michelle smiled in satisfaction then thumbed through the shelves of the fridge before settling on some yogurt and an orange.  Nick watched in timid silence as she went to the counter, peeling the orange and separating the sections for him, arranging them on a plate.  “This should tide you over until I get back,” she chirped, gathering his food and heading towards the living room.  “Come along.  Let’s get you set up.”

Nick, feeling helpless and impotent, followed his lab partner to the living room couch.  She indicated for him to sit, and he complied.  Before he knew it, Michelle had arranged his food and drink before him on the coffee table and had turned the TV on for him.  Bent over at the waist, she smiled her winning smile and told him, “There you go, Nicky!  Just sit back and enjoy yourself, and if you have any problems with anything, don’t hesitate to give me a call.”  She was about to rise but stopped herself.  “Oh ... do you remember how to use your cell phone, Nicky?”

Nick blinked.  “Um …”  His mind seemed to be working at half speed, too slow to keep up with her.

“That’s OK, I’ll show you,” Michelle interjected, plucking his phone from the table where he had set it last night.  He waited in silence, perplexed, as she opened it up and started hitting buttons.  “This should make things easier for you …” she commented, lowering the phone to show him the display.  “I put my number on speed dial; just hold ‘1’ – that’s the button right here in the top left – until you hear it start to ring.  Got it?”

Nick paused, making sure this had time to sink in.  He nodded his head quietly.

“Good – but … maybe you should try it yourself first, just to be safe.”  She set the heavy-seeming phone in his tiny hands.  “Go ahead – dial Michelle’s phone, sweetie.”

It hurt him every time she talked to him like a child, but … but maybe he deserved it.  He looked down at the bright display and realized his memory was already a bit fuzzy -- but he still remembered which button to press, thank god.  He held it for a couple seconds, until they heard Michelle’s phone ring in her purse.

“Great!” Michelle replied simply, seeming satisfied in his ability to remember it now.  She plucked the phone out of his hands and set it down on the table then patted him on the knee.  “OK, that should do it.  I’ll be going now!”  She smiled warmly.

He remembered to ask about this secret meeting of hers – he still felt suspicious about it.  “Um … wh-where are you going, again …?” he asked timidly.

Michelle just scrunched her face cutely at him as if he were a child, reaching out above his head to tousle his hair playfully.  “Just stay inside until I get back.  Fortunately, no one really knows you’re here, and I plan to keep it that way.”  She flashed him a smile – an oddly sweet smile – and got up off the couch.  Then she grabbed her purse and headed for the garage.  “Bye, sweetie!” she called out over her shoulder.

Nick watched with pained longing as her wide hips sashayed through the door and out of sight.  He really didn’t want her to leave … without hardly thinking, he slid off the couch and trotted to the nearest window facing the street, seeing his car pulling out of the driveway with her in it.

He watched as she pulled into the street, avoiding the small throng of cars and vans and people taking photos.  The photographers – and seemingly some news reporters now too – were still waiting, probably there since the crack of dawn, hoping for a scoop.  But they all got into their respective cars and followed her down the street, thank god – he realized she was right; no one had seen him come back to the house last night so they had no reason not to leave to follow her wherever she was headed.

He still wondered what exactly she was doing out there, in the public eye -- but he didn't think too hard about it.  He was content for now to be left alone, finally feeling calm and at ease.

But … he still wasn’t quite calm, though – his mind couldn’t rest from thoughts of her, drifting back to her again and again.  He tried to distract himself with the TV but it didn’t really help.  He started playing back through the events of that morning – but instead of focusing on the shame and humiliation he had endured, he found himself thinking only of her, and how her body had felt wrapped around his, how goddamned huge it was, and wonderfully soft and warm ...

It was no surprise that he felt his cock quickly growing hard again, responding to his thoughts as if he hadn’t come in days.  He glanced around and noticed the box of tissues sitting just within reach on the end table.  Sighing, he closed his eyes and resigned himself to what he was about to do.

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