Katherine began to tremble; she was clawing at her front as if her chest was on fire. She clutched handfuls of the tightening fabric in both of her hands before looking back towards Marcus.

  Her dark brown eyes were wide with sensation and he was amazed to find that they were now same size. She staggered forward for a split second, her arms tensing with surging power, and then she threw her head back and screamed. Her black hair flailed about her head as she suddenly tore open the front of her blouse. Marcus almost toppled over.

  The front of it split asunder from her neckline down to her stomach. The frayed edges spilled loose threads across her chest as her taut and growing breasts filled the brassiere of black lace that struggled to maintain it's place. The thinning design was akin to her hose that now sported a long run up one of her legs.

  One of the cups buckled, the stitching on the side tearing slightly, and the swelling mound inside it began to slide forth. Her dark tan was unbroken as the caramel skin continued over the whole of it, interrupted only by the darker nipple that was starting to peek over the only slightly darker bra. It was hardening into pert rigidity as the smooth fabric slid over it in sharp stimulation.

  "Oh ... Marcus! OH GOD!" Katherine took in another quick breath and one of the thick straps broke. Her breasts fell forward slightly with their heavy weight and jiggled for half a moment before resuming their firm and round shape. The torn end dangled loosely as another tearing sound brought Marcus's attention downward.

  Her leather skirt was sliding up her rounded thighs; they were beginning to take a more muscular shape as they grew longer. The lines of definition were hidden but becoming more and more pronounced as another run developed in the fishnet of her stockings.

  Her ankles fought against the cuffs of her boots; the black leather bulged around the top with their cramped occupants. With a metallic tearing, one of the zippers gave way and broke open in it's middle; the little tab flapped with the release of pressure and she moaned once more.

  "OHH! Please! Uh ... uh ... AHH!" Katherine bent over slightly and had a hand on her forehead. Her cries increased in pitch and volume as she struggled with her incredible transformation. She was now a few inches taller that Marcus and she was still growing bigger.

  The sleeves of her blouse had been steadily creeping up her smooth forearms and the fabric was now beginning to wrap around her biceps. The white cotton, not designed to encompass her expanding dimensions, ripped apart; slowly at first, but tearing apart in longer strands as the material weakened. The strengthening muscle broke through with hardening bulges as she tensed her arms and curled her hands into tight fists. Her body continued to tremble.

  Katherine spun around, her hands tangled in the mane of black hair that was beginning to dampen with a light sweat from constant exertion. Her blouse had ridden half-way up her broadening back and he could see the muscles working to hold up her broad torso as her waist pushed against the tightening skirt. She was breathing in quick breaths as only her shrinking belt would allow. Her chest bounced with each inhale, bulging further and further from her brassier. She bit down hard, the tendons in her neck beginning to stand out from the strain, and groaned.

  "Oh ... oh, AHH!!!" Her belt snapped; the freed ends whipped apart like a snapping rubber band. It flipped away and hit the ground with a loud jingling before nestling in the packaging foam that still littered the floor. The full roundness of her growing posterior filled the shrinking skirt with firm flesh. Thick leather stretched audibly and the stitching that ran up one side began to give way. Thin threads popped one by one and a hole began to form, exposing more of the tearing pantyhose, tightly wrapped around swelling thigh.

  Katherine grunted and stamped one of her feet. The force of it tore the other side of the skirt from midthigh to hip, a large hole already in the hose there revealing a wide expanse of muscular, caramel leg. The front of her right boot exploded and her toes poked out from underneath the lifting top of it. The silky material of her stockings were peeling away from around the nails and he caught a glimpse of a silver toe ring as it slowly grew into view. The skin that surrounded the plain band was red from the increasing pressure. She stamped her foot again and the heel broke.

  "OH!" Marcus looked back up to her eyes. Her forehead was moist with a sweet perspiration that filled his senses. He soon realized that she was still taller than his 5' 8" frame even without the benefit of her boots; he was now looking up to her glowing face that stood about four inches higher than his own. "Unh ... unh ... AAAHHHH!"

  Katherine stamped her foot down one last time and he heard a snap. Her toe ring had broken and he watched as her swelling toe pushed apart the leftover pieces; they bent around it as she started to breathe sighs of relief. The other boot tore and another set of cramped toes spilled forth, the hose peeling away from the tan skin.

  One of her calves broke through the run in her pantyhose. It had changed from a slightly relaxed leg to one toned with smooth and defined muscle, a long and graceful limb that was swelling with growing power.

  The sound of the other zipper breaking on her boot coincided with the snapping of the front of her brassiere. They released her full breasts from cups several sizes to small. The dark skin spilled forward, free to regain their perfect shape. They bounced rhythmically as the remaining fabric slid up their sides, held by one remaining strap and the clasp that stretched behind her back. Below them, her stomach was tightening, the plush skin drawing tense as firm groups of strength began to peek through.

  Katherine's eyes were fluttering; her cheeks had thinned, revealing high cheekbones and a deeper red in color. She was now creeping over six and a half feet in size. Every part of her was broadening, growing bigger and stronger.

  The back of her skirt split over one firm cheek as it was ballooning outward. It was as tan as the rest of her and the torn leather clenching around it, conforming to it's taut shape. The fishnet stockings were tearing all about her increasing thighs; one finally gave up it's fight, unable to battle her leg's increasing mass, and fell to the ground. Marcus watched it flutter to her feet and saw her step out of the ruined remains of her boots.

  "OHH!!!" Katherine brought up her hands and grabbed him by the shoulders. She squeezed with furious intensity as she pushed downward. "PLEASE ... PL ... PLEASE!!!" Her strength was incredible. Her other sleeve tore as the bicep tensed. She cried out once more as she suddenly craned her neck back. The last few stitches of her skirt gave way and it dropped to the floor. The lace panties and garters beneath struggled for a moment, then burst apart with fierce tearing as her widening hips grew through them; they snapped away from her body.

  Marcus felt the soft patch of fur around her crotch press into the shirt over his stomach; it was warm and moist, dripping with her excitement. As she pressed her body into him, the thin hairs began to pull his shirt upward as she steadily continued to grow. She bowed her head forward once more and her long black hair draped over his face. The heat from her breath washed over him and he watched her bite down on her lower lip as she braced herself against the building pressure. Her breasts were pressing against his chin, the giant globes pushing against him with each heavenly inhale.

  "Marcus!!! UH ... MAR," she clenched her teeth once more as a violent shaking rumbled through her body, "OH GOD!!!" Katherine crushed him against her, a powerful embrace that sent shivers through his back. Her broad shoulders grew through her blouse and the back tore down the center. The separate pieces clung to her sweaty skin for a moment, but soon fell to her sides as she dropped him.

  "Enough!" Marcus took a step back as he struggled to maintain his footing. He looked at her as she began to straighten up to her full height.

  Katherine was naked; and she was absolutely glorious. Shreds of black fabric were littered around her. She was taking deep and methodical breaths that slowly brought her enormous breasts up and down. Up ... and ... down, right in front of him at eye level. Each one was about the size and shape of a volleyball and he watched the dark nipples rise and fall. The tight skin shined under the light of his living room. He glanced up.

  Up past the strong muscles of her chest that held the two round spheres in place. Past her long neck that was still as soft and supple as it was before she had started to grow. Up to her beautiful face that was smiling down upon him.

  Katherine ran her tongue over her upper lip and used it to remoisten them both. She had one eyebrow raised as she stared at him through slightly squinting eyes. She was at least seven feet tall now; if not an inch or two over it. Her head was about a foot away from the ceiling and she easily reached up and touched it with her slender fingers.

  "Well?" Katherine looked at him expectingly.

  Marcus blinked a few times before shaking his head and snapping back to the present. He took one of her hands into his own; her palm was warm and inviting.

  "C'mon."

  He heard her giggle as he led her down into his bedroom. Her feet padded heavily with her increased weight against the floor.

  The bright light of a lamp outlined her body in the darkness of the hallway. Marcus quickly entered his room and jumped onto his bed. As she entered the room, the lines of muscular definition sparkled all over her giant body as the shadows were lifted away. She giggled again as she began to close the door.

  "Marcus, I hope you don't mind. But I have this thing where I have to be on top."

  The door closed. The light shining through beneath it dimmed and went out as Katherine's giggling sounded through once more.

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